The World They Once Knew
by Where's Waldorf
Summary: After Dan met Serena, he was determined to be part of the Upper East Side. He finds his ticket through Bart Bass and his mysterious connection with his mother. But Dan quickly learns that not everything about the world is as it seems, especially when it comes to Chuck Bass, a boy with a rocky relationship with his father and hidden feelings for Blair Waldorf. CB and DS pairings.
1. Chapter 1

**This is a new story I am writing. It will be AU at times, but this is the Fan-Fiction world and I intend to use that to my advantage. This will be the longest chapter that I will probably write. It is to introduce you to the characters and story. I assure you that it is not a story from Dan's point of view, but of everyone's. For the first chapter however, it is heavily from his point of view. It is most definitely for Chair and Derena fans. Give it a go :)**

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**Chapter 1:**

**Inside**

When Dan Humphrey first entered Bart Bass's limo, like any normal person, he was excited and impressed. He had never been in a limo before, and the one he was entering screamed sumptuous luxury, with its royal size and sleek shine. The driver held the door open for him, and he stepped into it, turning one last time to wave goodbye to his mother and sister.

His mother, Alison, was moving to Hudson with his sister Jenny after a messy divorce from Dan's father, Rufus. Dan Humphrey was going to live with the Bass family.

It could not get more surreal than that.

There were two important reasons why Dan Humphrey had refused to accompany his mother to Hudson. The first reason was Dan's dream to attend an Ivy League school some day, and attending St Jude's in New York almost guaranteed that. Not that anyone from the school knew who Dan was.

The second reason was Serena Van der Woodsen.

In 9th grade, Dan had been invited to a party, which he quickly discovered was by accident through someone mistaking him for a lacrosse player. But it didn't matter, because once he got in, he wasn't leaving. All it had taken was a short conversation with the beautiful, charismatic Serena and he was smitten. But he was also incredibly self-aware, and he knew that Serena would never be able to be pulled away from her crazy world of wealth, parties and scandal long enough to be able to have a relationship with a guy who had Dan's average Brooklynite background.

After that, Dan had become slightly obsessed with the Upper East Side, because to him it was like something from Fitzgerald or Thackeray – teenagers acting like adults, adults acting like teenagers, guarding secrets, spreading gossip, all with the trappings of truly opulent wealth. And membership into this community was so elite you couldn't even buy your way in. It was a birthright – a birthright that Dan didn't have. And his greatest achievements would never earn it.

Dan decided that he had to find a way to get inside that world, no matter what it took. It was no easy thing, and he was still trying to find a method when the divorce happened. All he knew was that he could not move to Hudson.

"Mom, we can't leave New York. _I_ can't leave New York" Dan had said when his mother told them her plans.

"I know sweetheart, but there isn't much else I can do. I don't know anyone that can take you in now that Vanessa moved away. Your father most certainly isn't an option" she sighed. Dan loved his father and his father loved him, but Rufus was a rock star who was never home long enough to actually care for him and Jenny. It was partially why his marriage with Dan's mother ended.

"Mom, it's not fair for Dan. His dreams and his life are here. Our family is already being taken away from us, don't take this from him too," Jenny cried, playing the child of divorcee card. She had taken pity on her brother, because she was the only one who really knew of his fascination with the Upper East Side. Unlike him, Jenny could make her life work in any city. Perhaps it was due to the fact Jenny attended a middle school in Brooklyn and she didn't really have a chance to appreciate this world that Dan had discovered yet. Dan smirked inwardly at his sister's ability to manipulate the situation. He had no idea where she had gotten that trait.

"There has got to be a way" Dan said. His mother studied him for a moment, and there was a flash of an undecipherable emotion in her eyes.

"Is this really what you want?" she asked softly.

"More than anything else" Dan replied. She smiled sadly at him, and nodded.

"Then I have a way."

Dan now sat on the leather seats of Bart Bass's limo pondering the absurdity of it all. His mother had told him in a vague tone that Bart Bass was an old friend of hers, and that he had offered to take Dan into his home. It was mysterious, and his mother could barely look at him as she informed him. All Dan knew of Bart Bass was that he had a son named Chuck Bass who attended St Jude's with Dan.

Dan had realized that this was finally it. His ticket into the Upper East Side world was through Bart Bass. Besides, maybe along the way he could figure out how his mother and Bart knew each other. So despite the puzzling nature of it all, Dan was feeling excited and intrigued, if a little nervous and apprehensive.

"You're letting _what _come live with me?" Chuck Bass asked in shock. His father had been away on a business trip in Shanghai for over a month, and he arrived only to tell him _now_ that a kid from Brooklyn was coming to stay with them _today_.

"Don't be dramatic Charles" Bart said, rolling his eyes at his son impatiently.

"This is not a stray puppy father, it's a human being. You can't just spring one on me, did you even think of how this would affect my life?" Chuck argued in disbelief.

"What life? The one filled with sleeping around, drinking all day and barely attending school? Behaving like a complete imbecile without any focus is stupid and weak" Bart said coldly.

Chuck swallowed, glaring at his father. _I hate you so much_, he thought. Maybe he should have said it out loud, but what good would it do? His father probably didn't care anyway.

"What if this is all a scam?" Chuck said instead. "What if he is just using you for your money?"

"Daniel Humphrey is not a criminal mastermind like you Charles, I had him checked out. He's a kid who has nowhere to go, and the Bass's are going to open their home to him. I expect you to take him under your treacherous wing" Bart said firmly. Chuck realized then that this was all for an image. His father could care less about this Brooklyn kid as long as it made him look good to his investors.

"The press will love this" Chuck said sarcastically, before storming into his suite.

"Where are you going?"

Chuck turned around and said defiantly, "To lock up all my Rolex watches in the vault."

Bart sighed impatiently, and Chuck rolled his eyes.

"Where do you think I'm going? The guy is going to need a place to sleep isn't he?" Chuck scowled, before pulling out his phone and turning his back on his father. "Roberto, I'm going to need the suite next to mine prepared."

Bart let out a small smile of pride at his son while he couldn't see, then walked towards the elevator.

Eventually Dan arrived out the front of the Palace hotel, the place where Bart Bass currently resided. Dan was struck by the detachment of the whole thing. Bart had sent his limo to pick up Dan instead of meeting the boy he was going to be taking in himself. It was almost like he had sent his assistant to pick up a coffee.

"He'll meet you in the lobby" the driver said, tipping his hat before moving to assist the bell-hop with Dan's bags. Dan rushed forward to help them, but they waved him off. He stared at them helplessly for a moment, until he heard a familiar giggle.

Dan turned around to see Serena Van der Woodsen herself watching him with an amused smile, perfectly fitted jeans and all. He stared at her in speechless awe, which tended to happen to a person when they were in the presence of someone that they had over-analysed in their head billions of times.

"That's probably the first guest that I've ever seen try to help with the bags" she said with another giggle, then studied him curiously.

"Who are you?" Serena asked him, and he nearly died on the spot. He struggled to think of something witty to say, because the last time they had spoken he had been a bumbling idiot.

"Whoever you want me to be" Dan choked out. _Oh God, did I really just say that? I cannot pull that off. What made me think that I could pull that off?_

Lucky for him, Serena looked even more amused and laughed.

"Okay" she replied, raising her eyebrows with a smile, "so what are you doing here? Seriously."

Dan froze, still overwhelmed by the fact that he was finally speaking to the love of his life.

"My, uh family is moving to Hudson, and I didn't want to...you know, move with them, so Mr Bass took me in" Dan stammered. Serena stared at him in bemusement for another moment.

"You're their cousin from Boston, right?" She asked with a wink.

"Right" Dan murmured, completely enraptured by her.

"Serena" a deep, male voice said.

"Hey Mr. Bass" Serena replied, "I was just meeting your nephew!"

Dan turned around to be face with a tall, middle aged man with icy blue eyes.

Bart Bass.

While Dan was somewhat still impressed (or to put it more correctly, intimidated), Dan was struck by the sheer lack of emotion in the man's face. He was a cold-looking, giant wall of a person. Shouldn't one with such a huge wealth be full of life? Or perhaps that was the exact reason why Bart Bass seemed so emotionally-detached. There was no time or room for feelings when you had to maintain your hold on most of the Manhattan skyline. Dan had the urge to pull out his notebook and jot down these musings.

"Nephew?" Bart asked, looking only the slightest bit confused, as though he was an all-knowing person most of the time. Dan didn't doubt that he was.

He locked eyes with Dan, and Dan could only open and close his mouth like a complete moron. Great, he had been in their world for less than a minute and he was already feeling out of his league. Serena giggled, and it seemed to ease the confusing moment. She had already turned it into something that someone could one day look back on and laugh.

"I look forward to your mother's fashion show fundraiser tomorrow tonight" Bart said with a tight smile, seeming to forget the weird moment.

"Really?" Serena asked with a disbelieving smirk.

Bart opened his mouth to reply, when a male voice called out to Serena. Dan turned to see a petite looking, doe-eyed girl with chocolate curls standing near them, accompanied by a tall, intimidatingly perfect-looking blonde guy with blue eyes.

It was Blair Waldorf and Nathaniel Archibald. Dan had seen them around school all the time with Serena.

"Come on, let's go" Nate had called out.

Serena grinned at them, before turning back to Dan.

"Hey, you should come by, check it out. I mean, if you don't have other plans" she said with a winning smile. "See you!"

Dan stared after her as she walked away, completely star-struck. He would have joined the army if she had asked him to just then.

"You must be Daniel" Bart said, and Dan turned back to see him holding out his hand.

"Uh, yes sir" Dan said, clearing his throat and shaking his hand.

"You're in 10th grade at St Jude's like my son, Charles. I assume you'll be continuing to attend that school. Your grades are spectacular and you're at the top of your class. You scored in the 98th percentile in your SAT 1's. Are you thinking about college?" Bart said as he stared at Dan unblinkingly.

Dan was shocked. How did Bart Bass know all of this about him? His_ mother_ could barely list Dan's academic achievements. Dan had a strange feeling that he had been privately investigated. He was also struck by the fact that Bart had opened a conversation about school and college, as though Dan's future was all that mattered. Nothing about his hobbies, friends or family. Bart Bass really was the definition of all work and no play.

"Uh...yeah, I was hoping for Dartmouth or Yale, a school with a great writing program. The fact that I'm on a scholarship kind of helps with the grades" Dan mumbled.

"I understand. We're cut from the same deck, Daniel. I grew up with no money, my father was gone, my mother worked all the time. A smart kid like you has got to have a plan" Bart said without emotion, leading Dan into the hotel.

Dan nodded silently, taking in what he was saying. The words would have seemed inspirational had they not come from Bart Bass. The man seemed less "encouragement" and more "do it or be considered weak."

"I have an important meeting to go to, but my son Charles will show you where you'll be staying. The bell-hop will take you to him now" Bart stated, and turned to leave.

"Uh, wait!" Dan exclaimed, then felt sheepish when Bart turned around to look at him questioningly. "I just wanted to say thanks, this is awfully generous of you."

Bart nodded, accepting Dan's words silently, but something unreadable flashed through his eyes. He left abruptly after that, leaving Dan curious and confused.

"Excuse me sir, if you'll follow me" the bell-hop said, appearing at his side.

Dan followed him to the elevator, which took them up to one of the higher floors. The man led him to a room with the number 1812 on it.

"Mr. Bass is inside, just knock" he said, before leaving Dan alone in front of the door.

Dan sighed. "Here goes nothing."

He knocked on the door and shoved his hands in his pockets waiting. A moment later, the door opened to reveal Chuck Bass, flamboyantly dressed in purple and yellow, with neatly parted hair.

Chuck stared at him silently, eyes narrowed in annoyance.

"Hey" Dan said.

"Hey" Chuck said after a moment of intense glaring. Dan wasn't sure what he had done to piss this guy off already, but he looked like he was ready to kill him. Dan caught something on the TV screen in the suite, looking over Chuck's shoulder.

"Is that the Matrix?" Dan asked.

1 hour later, Dan was sitting with Chuck as they watched the movie, because nobody's presence could come between them and watching the Matrix. Room service had brought up some over-priced food for them to eat as they sat in silence.

When the movie finished Dan turned to study Chuck curiously.

"Never pegged you for a Matrix fan," Dan said.

"Something I learned early on. Never watch 'A Clockwork Orange' when you're stoned. It takes your mind places it has no business going" Chuck replied with a smirk. Then as though he had just realized who he was talking to, he rolled his eyes and busied himself with the DVD box.

Suddenly, the door to the suite opened to reveal Bart.

"I see you two have met" he said sauntering in, briefcase in hand. "Charles, what are you doing inside on a Friday night? Why don't you show Daniel around?" he suggested, giving Chuck a pointed look before leaving as abruptly as he arrived. Chuck narrowed his eyes at his father's retreating back and headed to the bar in his suite.

"It's like the plague, only instead of vermin on my doorstep today, I got the human being" Chuck said in a cold tone as he filled up a glass with scotch.

_Wow, way to make a guest who _you_ invited into your home feel welcome_ Dan thought. He should of suspected this from Chuck Bass. From what Dan had observed of him, the guy seemed like an asshole at school, when Chuck actually chose to attend (which wasn't exactly often). Chuck didn't seem to talk to many people or have any friends, mostly leaning against walls with a permanent glare on his face and a cigarette between his lips like a true rebel.

To Dan, Chuck Bass was the mystery of the Upper East Side, because up until now Dan had only been fascinated with the more obvious and popular of Manhattan's elite; i.e. Serena, and her two close friends Nate and Blair. Chuck Bass was notorious, don't get him wrong, but he wasn't part of the in-crowd at school, and it was the mystery behind his dark deeds that contributed to his infamy.

Chuck was rich, richer than all of the students at St Jude's and Constance, but the means behind his abundant wealth was what set him apart from the others. He was new-money, which meant that he had no family background or standing that people could acknowledge and say defined him, the way they could with Nate Archibald and his Vanderbilt pedigree. All one could do was judge Chuck Bass on what he gave, which (aside from his reputation with women and shady exploits, and his regularly intimidating countenance) remained a mystery.

Dan swallowed, feeling more uncomfortable than ever, but he figured that this was one of his first chances at getting into the Upper East side world. He had to start somewhere.

"I know you probably hate me, and think that I'm a boring sheltered nobody" Dan began to say with a sigh.

"I don't think of you" Chuck drawled. _Seriously,_ he had just met the guy. Although Daniel Humphrey's outfit and hair didn't leave much to the imagination about how much of a loser he actually was.

"Right, of course you don't. But uh, I've been thinking of me and-and, I've come to the conclusion that I need to get out my comfort zone. I need-I need to experience new things" Dan rambled, and swallowed.

"Are you gay?" Chuck asked. Dan paused awkwardly, because in all seriousness it did sound like a coming-out speech.

"Now that would be out of my comfort zone, but no. I'd like to experience the world of Chuck Bass" Dan said, and almost winced as he awaited Chuck's response.

Chuck had no choice, seeing as Bart had made it clear that he was to get seen in public with their new stray kitten or face another one of his "you're a disappointment" speeches. He was used to them by now, but it didn't mean he was in the mood to hear two in the same day. But Humphrey didn't need to know this.

"You're lucky I'm bored" Chuck stated, and grabbed his phone and wallet and headed out the door.

"Is that a yes?" Dan asked, bewildered and still feeling out of his league.

"Come on, before I change my mind" Chuck replied.

20 minutes later, Dan found himself with Chuck at some random bar.

Chuck glanced at the bartender, and a moment later a tray of 6 shots was brought to them. Dan chuckled in awe.

"You signal the bar tender and he sends over shots? What if I want a beer? Is there a wave I should know about?" Dan quirked with a chuckle.

"Shut up, Humphrey" Chuck said impatiently, pushing the tray of shots towards him. Dan studied them and took one, pushing the rest back to Chuck, only to have them pushed towards him again.

"I'm good with just one" Dan said.

"You're either in for the full ride, or you're out" Chuck said, cocking his head challengingly.

Dan sighed. "Pass me the shots."

Chuck suddenly leaned forward and opened his palm to reveal two white suspicious looking pills.

"The liquors just a chaser" Chuck whispered with a smirk, "go down the rabbit hole."

Dan's best friend Vanessa's older sister had once gone through a working out phase. She had looked fit and healthy all the time, but he remembered her telling him that the exercise never got easier because she constantly challenged herself. There was no getting used to it if one wanted actual results. And that's what Dan realized when Chuck offered him the drugs. He would either have to continuously be put to the test, or face not getting anywhere at all.

And so Dan took one of the pills and swallowed it with the help of the shot. He guessed he could say that he was rewarded slightly with the look of amusement on Chuck's face before he took one himself.

A few hours later, it was early morning and Dan and Chuck were walking to Chuck's suite.

"Who knew there was a sex club behind the White Castle? And beer before liquor..." Dan rambled in his high and drunk stupor. "How do you know so many twins?"

Chuck smirked and shrugged. "The twins find me."

"Well, look, I gotta admit, this ... this was awesome. We gotta do this again" Dan blathered on. Chuck rolled his eyes, _yeah right._

"God my feet are hot, are your feet hot?" Dan asked.

"Why don't you take off your shoes?" Chuck suggested as they stood outside of his suite. Dan stuck out his bottom lip and shrugged as if to say "why not?" and proceeded to do just that. Chuck took his shoes off him.

"Goodnight" Chuck said.

"Wait...you never showed me where I'm staying" Dan said, confused, before realizing that Chuck didn't care. "I'm your guest" Dan tried, helplessly wasted.

"No, you're just a drunken idiot. My amusement for the night" Chuck said in a bored tone.

"Can I at least have my shoes?" Dan said, but Chuck ignored him and quickly entered his suite, shutting the door behind him and leaving Dan to stand there, shoe-less and clueless. Dan flopped on the ground after that, and promptly passed out.

Later that morning, Dan woke up with a pounding head ache and a sore back. He rubbed his face groggily and flattened his palm against the wall in support as he stood up, trying to get his bearings.

"Where am I again?" Dan mumbled to himself, then looked up to see the door with the numbers 1812 on them. "Oh, that's right" Dan growled, staring menacingly at the door.

"Sir, are you okay?" the bell-hop from yesterday asked, appearing out of nowhere. Dan blinked at him for a moment.

"Uh...no, not really. I haven't been shown to where I'm staying yet" Dan mumbled, rubbing his neck that had a kink in it. The bell-hop gave him a bewildered look. This had to be the strangest check-in that he'd probably had to deal with.

"Well, I put your luggage in 1813, just behind you there," he replied slowly, nodding to the door across from Chuck's suite. "I'll just open it with my universal key" he said, holding out a card up.

Dan nodded thankfully, and waited for him to open the door. As soon as he did, Dan mouthed a tired thank you before stumbling into the suite and crashing onto the bed. He fell asleep immediately, too hung-over to take in his new home.

Chuck blinked his eyes open, a pleasant smile on his face as he awoke from his dream. The sight of his father staring coldly at him wiped the smile off his face as he sat up abruptly.

"Do you want to tell me why my employee informed me of finding a lost Daniel this morning, claiming he didn't know where he was supposed to be staying?" Bart said furiously.

Chuck just stared at him unblinkingly.

"Charles, I gave you a simple responsibility and you treated it like a huge joke" Bart snapped.

"I treated this for what it was. A huge joke" Chuck drawled back carelessly.

"We'll see how much you're laughing when you attend every society event from here on out, including the fashion show tonight" Bart said, raising his eyebrow, and outrage immediately bubbled up inside of Chuck.

Saturday nights were _his_. He wasn't about to waste it away on some stupid prim and proper charity event when his time and money could be better spent on the various kinds of pleasures he sought out in darker sides of the city. Besides, everybody at those events seemed to avoid him at all costs, so he was left to observe alone in the corner.

"Or else what?" Chuck exclaimed defiantly.

"Do you really want to go there Chuck?" His father said with an icy smile, and Chuck sighed, clenching his jaw. Allowance cuts. His father was the only financial investor in his wild lifestyle, so either way Chuck was screwed.

Later that afternoon, Dan eventually woke up with a clearer head.

Chuck Bass was an asshole, that was certain. Pride completely shattered, Dan actually began to question if it was worth it anymore. He sat up and looked around at his room, and he had to admit that it greatly softened the blow of having to live near Chuck Bass. It was possibly bigger than the size of his loft in Brooklyn, with a bar and kitchen. Dan stood up and ventured into the bathroom, and discovered a shower and a huge Jacuzzi bathtub.

Yes, Dan could definitely learn to live with this. Plus Dan was already too intrigued by the mystery surrounding Bart Bass's connection with his mother to consider retreating. And most importantly, he was now on Serena's radar. Dan certainly wasn't about to disappear just when she finally noticed him.

Dan decided to shower and change, and to try and move on from last night. As he was putting on his shoes afterwards, someone knocked on his door. He opened it to find Bart standing there with an emotionless expression, as per usual.

"Daniel, I see you're up" Bart said impassively.

Dan just nodded, struck by how robotic the man could be.

"I apologize for my son's impertinence. He's...difficult to manage" Bart said stoically, as though he was apologizing for an incompetent employee.

"It's fine" Dan said, surprisingly feeling over it anyway. Besides, he had had a pretty exciting night despite the humiliating ending.

"The fashion show fundraiser begins in a few hours, the limo will be out front at 6 pm" Bart stated, then nodded in a goodbye and left.

_That's right, _Dan thought with a grin. _I'm invited._

Several hours later, Dan was seated in a limo with Bart and Chuck headed to the event, and uncomfortable was too weak a word for how Dan felt in that tense, silent car ride. Dan wasn't sure if he could get used to this aspect of living with the Basses. Bart and Chuck were intimidating on their own, but together inside a limo when they were clearly in some sort of argument was completely unnerving to witness.

Dan was just glad that they didn't seem to aim their fire at him.

"Why are you coming anyway?" Chuck asked Dan rudely.

So much for not focusing on him.

"Daniel was invited personally by Serena" Bart drawled with a cold smile.

Chuck visibly swallowed, his father hitting a sore spot. He had lived in the same hotel as the wild party girl for the past few months and their parents were well acquainted through the Constance-St Jude's board, but she hadn't even spoken to him before, let alone personally invite him to an event. Chuck didn't care, because he partied harder than all of them on his own. But his father made him feel inadequate for not being able to actually befriend the people in their elite community. _Well,_ _fuck everyone_ Chuck thought, turning away to look out the window. Any attachments would mean he could lose someone, and he cared too much about himself to have to worry about that. He didn't need anyone and nobody needed him.

"Thanks again for the suit" Dan said a moment later, in an attempt to clear the air. Chuck just rolled his eyes in response.

"I'm surprised you found something that wasn't purple" Bart sneered mockingly to his son.

Dan was in shock. He and his father bantered around with each other, but Bart was downright bullying his son, playing on his weaknesses and mocking him cruelly. Chuck seemed to take all of it as though he was used to it.

_What the hell am I living with?_ Dan thought.

They arrived at the event soon after that. Dan took in the beautiful looking people standing around, all with glasses of champagne in their hands and perfectly crafted smiles on their faces.

A waiter approached Dan with a tray of appetizers. "Mushroom-leek crescent? Crab and brie filo?"

Dan stared blankly at the waiter, and he heard a low chuckle behind him. He turned to see Chuck watching him with an amused smirk.

"Welcome to the dark side" Chuck said, strolling past him. Dan saw no other option but to follow him, but he was immediately accosted by a society matron, who asked him questions that appeared friendly but made Dan feel like he was being investigated.

Chuck was nursing a glass of scotch by the bar when Carter Baizen sauntered past him with his usual glare. Carter was an asshole and a moron, but for some reason all of the boys at school idolized and worshiped him, except for Chuck. Maybe that fact got on Carter's nerves a little too much, like Chuck was challenging the power he held in their little Upper East Side world. Chuck eyed him out, preparing for him to attack.

"Nice suit, queer" Carter said as he walked past him, then knocked into an approaching Dan. Carter glared at Dan and kept walking.

"Well, he seemed nice" Dan said brightly. Chuck shook his head at Dan, a tiny smirk almost appearing before it dropped all together and his eyes widened slightly at something he spotted. Dan followed his line of sight and spotted Serena (looking amazing in a gold cocktail dress), accompanied by Blair Waldorf.

Dan felt a surge of unreasonable jealousy rush through him. Was Chuck interested in Serena? It explained why he seemed so affected by the fact Serena had invited him personally tonight. '_Great_,' Dan thought, '_living with the Basses was meant to help him get closer to Serena, not find more competition.'_

"Who is that?" Blair asked Serena, spotting the dark haired boy accompanying Chuck Bass.

"Their cousin? Or something? I'm still trying to figure it out" Serena said with a giggle.

"Well, I'm going to find out" Blair said with a mischievous smile. After all, she prided herself on seeing the truth, as opposed to her blonde friend who enjoyed seeing the good in people. Blair Waldorf needed to know if anyone would be a threat to her perfectly ordered life.

Everyone was seated not long after that, awaiting the beginning of the fashion show. Chuck and Dan sat in one of the back corners, and Bart opted for a table with his business partners.

"Thank you all so much for coming" a blonde, elegant looking middle aged woman on the catwalk said through a microphone. "Every year we put on a fashion show to raise money for the battered women's shelter. It's a great cause, and it couldn't be done without any of your support and the support of Eleanor Waldorf and all of her great clothes. Enjoy the show."

The woman walked gracefully towards the back of the catwalk, only for Serena to appear in full make up and in an amazingly detailed blue dress. She kissed Serena's cheek with a smile, and Dan realized briefly that the woman must be Serena's mother, before he became completely stupefied by Serena walking fiercely down the runway. She strutted confidently, and the train of the blue dress floated behind her, giving the effect of a wave coming towards the audience. Dan felt breathless as he stared at her, because it wasn't just her beauty that struck him. It was the brightness in her smile and the way she seemed to captivate everyone. She didn't even seem aware of the power she held, looking as though she was just having a great time. Suddenly, she locked eyes with Dan and smiled at him in surprise, before turning to walk back stage.

Dan nearly passed out. Little did he know, Carter had seen this and glared, and that could only spell trouble.

He looked over at Chuck to see if he look as awed as Dan felt, but found him swirling his scotch around in his glass with a bored look, barely glancing at the stage. _Perhaps Chuck isn't as into Serena as I thought_.

But then, all of a sudden Chuck's countenance abruptly changed as he looked up at the stage. Chuck's eyes widened again and he leaned forward in his seat, with a foreign look of wonder on his usually impatient-looking face. Dan turned to look at the stage and saw Blair Waldorf posing elegantly. She was completely different to Serena, as she wasn't fiercely strutting the way her best friend had. Blair's movements were graceful like a dancer, and she had an almost mysterious smile on her face as she sauntered down the runway in a long red, figure hugging evening gown, hands resting gently on her hips. Dan supposed there was a beautiful class about her that reminded him of Audrey Hepburn, but she didn't make him feel overwhelmed the way Serena had with her flowing blonde hair and sparkling blue eyes. He looked back at Chuck to see a serious, focused expression across his features as he continued to study the brunette on stage, unconsciously pulling at his suit jacket. As Dan watched Chuck take a sip of scotch, (still not take his eyes off the dark-haired girl) he realized with a shock that Chuck had been looking at _Blair_ in interest earlier, not Serena. Dan was torn between relief and astonishment.

Backstage, Blair had just stepped off the runway when her mother approached her, looking flustered from dressing all of the models.

"Darling, I thought we had decided on the black dress? It's more forgiving. And you've worn your hair up, didn't we discuss how it was harsh on your angles?" she said, petting her daughter as though she was saying something doting. And just like that, the high that Blair had from walking the runway dropped.

"Thanks Mom, I'll keep that in mind" Blair said with a weak smile, and walked towards the bathroom. Blair stared at herself in the mirror for a long moment and sighed, looking towards the toilet bowl wistfully. Luckily, Serena burst in at that moment with glasses of champagne.

"Look what I stole" she exclaimed with a beam, and Blair laughed instantly. Her best-friend had that affect on her, even if she was often the reason for her insecurities.

Later on, Dan was in the bathroom adjusting his tie when Harold Waldorf, Blair's father, walked in. As Mr. Waldorf entered one of the stalls, Dan heard him clattering around in there and his eyes widened as he imagined all kinds of scenarios, but then Dan swore he could hear sobs coming from the stall.

What could he have to cry about? From what Dan had observed, Blair's family and life seemed perfect.

Dan narrowed his eyes in confusion before exiting the bathroom.

At the end of the night, Dan was waiting for the Basses near the entrance of the party when he was accosted by Blair Waldorf.

"Hey, our friend Kati is letting us use her- well her brother's- place for a party, as a celebration for all our hard work for charity. If you need a ride, or anything...I'm Blair" she said with a society smile and walking to a group of snooty looking girls standing near a limo. Dan did not trust the perfectly schooled act of friendliness, and he had the feeling she was up to something, but he had just been invited to another one of their parties. He wasn't about to say no, especially since it was likely that Serena would be there.

"We're leaving now Humphrey" Chuck drawled behind him. There was no way in hell Dan was not going to that party. But how to explain it to Chuck? Plus he needed a way home afterwards.

"Yeah, uh, we should go to that party at Kati's brothers place" Dan said.

"That's not for us" Chuck said, rolling his eyes and strangely enough Dan could see why it wasn't. People were afraid of Chuck, and they didn't know who Dan was. But it didn't mean that they couldn't change things around.

"Blair invited me" Dan said quickly, and was pleased with finally being able to faze Chuck.

"Really? She did?" Chuck asked, his tone and facial betraying his curiosity. Dan smirked inwardly.

"Us. She... she asked for you, actually" Dan lied, surprised at his sudden talent for manipulation. Chuck narrowed his eyes in mistrust, then glanced over at Blair and her friends who were still standing near their limo.

"Come on!" She called out, and her friends smiled and waved almost obediently.

"That makes no sense, but, yes, we should go" Chuck said slowly in an intrigued tone as he studied them. He waved Arthur, their driver, off and they walked over to the girls. Right before Dan got in, he spotted Serena getting into a car with Carter Baizen. He swallowed the lump in his throat and climbed into the limo, spending the rest of the ride mentally steeling himself, while Chuck sat silently in a corner studying the girls, mainly Blair, with a look of slight amusement and interest. He had never really seen any of these girls in a party atmosphere. This was Serena Van der Woodsen and Blair Waldorf's inner circle at school, probably the only Constance girls that he hadn't banged.

Eventually they arrived, and scrambled into the elevator up to the party. Blair rushed forward first and hugged Kati, then set off on a mission to find her boyfriend, Nate.

Dan studied the party with interest, taking it all in. Champagne was everywhere, glasses and bottles of it. The newest Rihanna dance number pounded through the room as people mingled and danced with each other. Dan tried to decipher what had changed since the last party he had attended of theirs, and he found it. A secretive corner of guys were smoking pot, and a couple of them were snorting cocaine off a coffee table.

"Oh hey, cocaine. That's awesome" Dan muttered to himself. He leaned to one side to say to repeat Chuck's words from earlier to him. "Welcome to the dark side."

Chuck rolled his eyes and shoved him away, straightening his jacket. He was Chuck Bass, this lame party was nothing compared to his usually wild Saturday nights.

Serena was filling up a glass with champagne and Blair approached her, holding out her own glass for a refill.

"Look who I brought" Blair said with a impish smile, motioning to Dan. "I'm going to find out what he's up to."

Serena giggled and took a huge sip of her drink. "B, you're trouble."

Chuck was filling up a glass of champagne when he noticed Nate escorting one of Blair's minions outside, an arm wrapped around her waist. He stared after their figures in suspicion.

Dan, on the other hand, had just stumbled out of a bathroom after walking in on a threesome, and blinked to himself. He should really learn to knock.

"Hey" a voice said behind him. To his delight, he turned to find Serena standing there.

"Hey" he replied with a lop-sided smile.

"So, what do you think of the Upper East side?" she asked, still unsure of where he was from.

"It's nothing like where I'm from" Dan replied honestly.

"Hey Serena, it's your turn to deal!" Carter called out from a poker table that had been set up, then glared when he spotted Dan with her.

"You have no idea" Serena said with a wink, then walked away.

Dan stared after her, completely bedazzled yet again from another one of her 'party conversations' with him. He didn't see Blair Waldorf approach him until it was too late.

"Look who I found" she said with a little slur as she shoved him, accidentally spilling champagne on his (Chuck's, actually) suit. "Oops...so what's your name anyway?"

"Dan" he replied, leaning back from her in case she spilt some more on him, and holding her arms up.

Dan thought it wasn't possible to make Chuck hate him anymore than he already did, but then Chuck walked in on that scene. The look in his eyes was lethal as he jumped to conclusions, then turned to walk away.

Dan reached over and grabbed his shoulder, muttering to him, "It's not what you think. She's drunk."

"I don't care either way" he hissed back shoving him off, then snapping loudly "why don't you just go back to Brooklyn, I'm sure there's a really nice disease you could catch." He stormed off to the balcony area, leaving everyone to whisper about Dan. Serena looked up in concern from the table at the ruckus.

"Brooklyn? Ew" Blair said, everyone tittering with laughter around her as they looked at Dan. He sighed and looked around, feeling completely humiliated.

Chuck was smoking a joint, (his own, because there was no way anyone here had anything better than his) and staring out at the city as he tried to calm his nerves. He almost blew everything just then.

He lived for himself and no one else. It was what everyone expected of him and it was what he expected from himself. _Chuck Bass doesn't give a shit about anyone_.

_Except Blair Waldorf, _a little voice at the back of his head said. _Shut up, shut up_ he berated inwardly. _She's just a girl_..._an unfairly beautiful brunette goddess of a girl who he would give anything to know-Shut up mind, just shut up...please._

Chuck was reduced to taking another drag from the joint to quell the moan of agony that nearly came from him, when Carter Baizen gripped his arm, appearing out of nowhere.

"Go home, queer" Carter said menacingly. Chuck just stared at him unblinkingly, and that seemed to anger him further, shoving Chuck in the chest and motioning to a group of guys to surround him.

"I could have all of you destroyed by Monday" Chuck said threateningly as they began to close in on him, that seemed to make them back off slightly. The Bass power wasn't something to be questioned. Carter stood his ground however, and Nate suddenly approached them.

"Hey, what's up dude? You got a problem?" Nate asked. Chuck glanced at his unbuttoned shirt and the ruffled looking girl by his side.

"You tell me" Chuck replied, feeling anger bubble up in him on behalf of Blair.

Nate shoved him in the chest, and Chuck punched him, causing him to stumble slightly but remain upright. Carter immediately punched Chuck, and they both picked him up before he could retaliate. Chuck wasn't sure what they were going to do to him but he wasn't looking forward to it.

"Hey!" Dan shouted, rushing towards them. "Put him down."

"Or what, loser?" Carter sneered.

"Or this," Dan said, before punching him square in the jaw.

Dan and Chuck slumped into the limo, nursing their black eyes and trying not to groan in pain. They had lost the fight, which wasn't shocking considering they were outnumbered by most of the males there.

"I didn't think I could possibly humiliate myself anymore tonight, but apparently I could" Dan breathed out.

"For what it's worth Humphrey, you had my back. Never thought I'd say this, but thanks" Chuck replied with a real look of gratitude.

Dan chuckled to himself sarcastically. "Well that changes everything. My pride versus Chuck Bass's gratitude, I think that's an even trade."

Chuck just leaned his head back against the seat, almost closing his eyes.

"If my parents saw me now they'd kill me themselves for getting into a fight" Dan mumbled, throwing his head in his hands.

"Count yourself lucky" Chuck muttered.

"Lucky? How is it lucky that my parents would murder me?" Dan replied.

"My father doesn't care enough to get angry" Chuck said staring straight ahead.

"Yeah, I'm sure" Dan said sarcastically.

Chuck rolled his eyes. "Please, he expects this. He'll only be annoyed if he has to call his lawyer, but after that..." Chuck shrugged.

"Has he always been like that?"

"Since the day I was born."

"That's crazy, even Bart Bass doesn't hate babies. It's in our DNA; I think Disney did a study."

"He hated me."

"That doesn't make sense."

"It does if his beloved wife died because of me" Chuck said in a dead tone. There was a pause as Dan grappled with this information.

"What do you mean?" Dan asked after a moment.

"After I was born, she... wasn't the woman he married anymore" Chuck said slowly, swallowing.

Dan remained silent, putting two and two together and reaching the words "postpartum depression" in his head.

"I took her entire heart and soul from her in birth, and it was only a few years before she...ended it for herself" Chuck mumbled, closing his eyes tightly. Dan was speechless, and then he said the only thing that needed to be said.

"That's not your fault" Dan said firmly.

"Tell him that. Sometimes I swear he thinks I killed her" Chuck whispered. "Who knows, maybe I did?"

Dan was in horrified shock at how casually Chuck whispered the words. It was as though this was all something he had accepted long ago and nobody had convinced him otherwise. He felt a huge rush of sympathy, realizing that he had somehow discovered Chuck Bass's humanity.

"You didn't. These things can't be helped or stopped" Dan finally said, because he was certain that no one had ever told Chuck that. Chuck still didn't look at Dan, but he looked to be considering his words as his eyes moved from side to side in thought.

"Maybe" he whispered.

Eventually they arrived at the Palace. As they arrived just outside of their rooms, Chuck cleared his throat, turning to face Dan. "I'll get my doctor to look at you tomorrow. It looks like you got the harder brunt of the brawl." Chuck held out his hand to Dan, and Dan shook it.

"Thanks, man" he said with a grateful look.

"Any interest in watching another Keanu movie right now?"

And just like that, Dan Humphrey and Chuck Bass became friends.

* * *

**Yes I know, it's kind of OC. But this story is for people who:**

**- Wished that Chuck and Blair had time to slow things down and get together at a steadier pace.**

**- Fell for Derena, especially after the finale.**

**- Actually enjoyed seeing Dan and Chuck become friends in the show.**

**- Wish that Bart and Chuck had some sort of real buffer between them and hadn't turned into enemies.**

**- Like Dan Humphrey**

**I also feel that I should tell you that this chapter was inspired by the OC, another television show created by Josh Schwartz. I borrowed dialogue and ideas for the story-line, in case anyone noticed. I will be writing in inspiration from different books, movies and TV shows throughout this whole story. I won't be using dialogue from Gossip Girl as frequently as I did in this chapter too. It will mostly be my own dialogue from now on. I have some really great chapters prepared, so I hope you'll review me and keep reading :) **


	2. Chapter 2

**Chapter 2:**

**The Most Perfect Night Out of the Year**

Blair Waldorf was one of those perfectionist types. From the way she dressed herself to the way she educated herself, she strived for flawlessness.

Of course nobody was perfect, but it didn't mean that Blair couldn't try to be.

Perhaps that was why the New York Times had chosen her for "A Night Out With" for her cotillion. It was going to be a magical night. Her Vanderbilt boyfriend was going to look perfect on her arm as she was presented to society as the daughter of the highly esteemed Harold and Eleanor Waldorf. She couldn't help but sigh contently as Nate swirled her around in dance practise. Blair tried to look into Nate's beautiful blue eyes, but there seemed to be a faraway look in them. He tended to have that look a lot lately. It was like he was never really here even when she was in his arms. _Perhaps he's getting bored of me_, she thought to herself in worry, unconsciously biting her lip. _Maybe it's the whole waiting-to-have-sex thing._

Blair had turned 16 not long ago, and she still felt like a little girl about most things. Sex was still an unfamiliar territory to her, unlike her best friend, Serena, who was very nonchalant about the whole thing and had slept with several guys already. It was just another insecurity that was brought on by having Serena Van der Woodsen for a best friend.

It didn't matter though, because Blair Waldorf didn't do anything unless she felt sure about it. But sometimes when Blair was with Nate, she wondered if she would ever feel ready.

On the other side of the room, Dan and Chuck were standing together studying the dancing couples. As the 100 year old, prissy dance teacher made another comment about traditional debutante values, Chuck scoffed out loud. This was so not his scene.

"Remind me again why we're here Humphrey?" Chuck muttered.

"Your father said so" Dan murmured back simply as he watched the dancing couples in interest.

_Earlier that morning..._

Chuck and Dan were hanging out in Chuck's suite. They had developed a pattern of sorts, where they watched movies and talked from time to time between school and other activities. Since Dan had punched Carter, there was an unspoken agreement that they were friends. Of course they still had their differences, (which actually translated to Chuck's snobbery towards Dan) but they had developed a begrudging respect for each other. Once Chuck had actually convinced Dan to try pot (which he quickly decided was useless to him, although entertaining). Something even more shocking was that Dan had convinced Chuck to attend school more often.

Today they were just talking aimlessly about people from school with nothing else to do on a Saturday morning. They were chuckling at something Dan had said when Bart entered the room, and seemed momentarily struck by the sight before him. Chuck rolled his eyes inwardly. _Yes, we're friends. If you were around more then you'd be aware of that by now _he thought.

Bart cleared his throat and cleared his face from surprise.

"Gentlemen, I have a job for the both of you" he said. Dan perked up in interest, and Chuck just stared suspiciously. "It appears that Lily Van der Woodsen requires some white knights for the cotillion tomorrow night. I told her that you two would be happy to oblige."

Dan didn't know what to think. Here was his next chance with Serena, but the way she seemed with Carter at the party the other night disheartened him. Cotillions seemed embarrassing and ridiculous to him, but here was a cemented invitation to join an "Upper East Sider only" event. Did this mean he was already being considered part of them? He tried not to get too confident in that idea, but nevertheless he decided he was on board with this "white knight" thing.

Chuck, on the other hand, stared in disbelief and anger. He had no idea why his father was insistent upon Chuck's induction to so many of these old-money events, but cotillion was where he drew the line.

"You cannot be serious" Chuck said.

"When am I not?" Bart replied, fixing Chuck with a withering glare. He had expected this kind of reaction.

"What exactly about either of us screams 'white knight' material?" Chuck exclaimed.

Bart considered this for a moment. "While you both aren't the traditional types of partners the girls will be expecting, no offense Daniel," (Dan waved it off, but felt offended on behalf of Chuck, who didn't get the same apology. Chuck didn't even bat an eyelash however.) "You will be attending the dance class this afternoon in which you can learn the fundamentals."

Chuck exhaled loudly, and Dan was waiting for him to explode.

"Before you even _think_ to argue Charles, remember that you are currently being made to attend every society event if you want any funding from me for anything else" Bart stated with a cold smile. Chuck clenched his jaw and glared at his father. Dan began to recite words in Italian in his head to deal with the tense situation.

"The limo will pick you up at 2 pm" Bart said after a moment of silent stare-downs, then headed out of the suite. Dan saluted to Bart's back jokingly, and Chuck couldn't help the tiny smirk that appeared on his face despite his overall pissed-off mood.

_Present_

"Right" Chuck said huffily, feeling his mood turn dark again as his shoulders dropped. But then he heard Blair laugh at something Serena said across the room, and he couldn't help but brighten up as he stared at her pretty smile. _She should do that more,_ he thought.

Dan noticed this, and was about to comment when Serena approached them.

"Hi" she said with a cautious smile, as thought she expected them to be angry.

"Hey" Dan said with a friendly grin, and that caused her to visibly relax as her smile widened. Chuck just nodded in acknowledgement.

"I just wanted to apologize about the party" Serena said sincerely. "I don't know why Carter does that, he's just-"

"An ass?" Chuck supplied.

"Protective" Serena finished, narrowing her eyes slightly at Chuck.

Dan appreciated her saying that, despite the constant "Carter owns you" reminder. She was such a lovely person. Was it weird that he was already imagining introducing her to his family? Probably, but he didn't care. She'd fit in well with the Humphrey's. His parents would be won over by her charm, and Jenny would idolize and adore her.

"It's okay" Dan replied softly. She turned back to look at him and saw a warmness in his brown eyes that made her hold back a blush. The music started again and she smiled before walking back to Carter, her partner for cotillion. Dan sighed.

"Why is she with that moron?" Dan asked.

Chuck shrugged. "They're not dating, but he seems to think he has some hold over her. Serena Van der Woodsen is too much of a loose canon to be tied down to anyone."

Dan turned to Chuck to give him an annoyed look, but was faced with the side of his head.

"You couldn't be more obvious in your infatuation with her too" Chuck said smugly. This was the first time they had discussed girls. Dan freaked out at first, wondering if he had been embarrassing himself. But then he realized that he wasn't the only one here with a crush.

"Mm, like you with Blair?" Dan said knowingly and was rewarded with a scowl from the seemingly heartless playboy.

"I don't know what you're talking about" Chuck muttered with a convincingly blank look. If Dan didn't know better, he would have believed it.

"Right...so do we get corsages for our partners? In the bathroom I overheard Nate Archibald mention that he picked out lilies for Blair's corsage" Dan asked.

"Blair likes peonies" Chuck said, and realized his mistake too late when Dan grinned at him. "Fuck off Humphrey" he said, before storming off and leaving Dan to chuckle to himself.

After Blair had finished from rehearsal, she returned home in a spirited mood. As she walked into the foyer of her penthouse, she overheard her parents arguing in the next room.

"How long?" Her mother asked in a cold yet tight voice.

"Eleanor, I-"

"_How. Long?_" she asked in a lethal tone.

"A few months, but I didn't...I never meant to-"

"Get out."

"Eleanor, please. I still care for you, and what about Blair? Think of her for a moment" Harold Waldorf pleaded.

"Don't you _dare_ bring her into this. Were _you_ thinking of her at all?"

"I...I love my daughter more than anything" he said brokenly.

It was silent for a moment, and then Blair was certain she heard crying. She had never heard her mother cry, and it was something that despite all their issues, broke Blair's heart to hear.

"If you care about her at all, you will put an end to all of this" Eleanor finally said, her voice wavering.

"You know I can't. I told you this because I can't live a lie."

More sobs.

"Then you will smile and fake it for her cotillion. You will _not _mess up one of the most important nights of her life" her mother finally said.

More silence, and then a sigh from her father.

"That's fair."

Blair felt a panic attack come over her, and she ran upstairs before her parents could discover her overhearing.

_What the hell was going on?_

Sunday night came fast for all of them.

Blair looked perfect in her dress designed by her mother as she was introduced to society, escorted by Nathaniel Archibald. But when they said daughter of Harold and Eleanor Waldorf, that was the crack in the perfection, even if Blair was the only one to know it. They were not the highly esteemed people that society believed them to be. Something was wrong.

It didn't help that Nate seemed even more distracted than usual, holding Blair as though she was a mere prop as they danced. Everything that Blair knew about her perfect life was on the precipice of total destruction.

About half-way through their 3rd dance, disaster struck.

"He's a thief" a man yelled out, and everyone looked to see Carter Baizen's father punch Nate's father to the ground. The room went silent in shock, and then whispers began to scatter across the room. Nate ran to help his father, pulling Mr. Baizen away but struggling as he put up a fight. Nate was forced to shove him a little, and it wasn't long before Carter stepped in angrily to help his own father.

Security escorted all four of them out not long after that.

"I'm sorry about that everyone, just a misunderstanding. Let the dancing resume" Lily Van der Woodsen said at the microphone in a freakishly calm voice. The music started up again, and Serena and Blair headed to one side of the room to try and figure out what had gone on between their two old friends and their parents, and to examine their now dateless situation.

Dan and Chuck's dates eventually ditched them, and they were relieved of their duties. They now stood near the bar area and watched the scene before them.

"Are all these events like that?" Dan asked in reference to the fight.

"Not usually with ones this prestigious" Chuck replied with an amused smile. "Perhaps attending wasn't such a boring idea after all."

Dan's eyes wandered over to Serena who seemed to be comforting a miserable Blair.

An idea.

"We should ask them to dance now" Dan murmured. Chuck followed Dan's line of sight and froze.

"No way."

"Why not?"

"Because."

"Oh come on, this is perfect. We get to be the heroes of their cotillion" Dan said with a grin.

"Do you hear yourself Humphrey? We're not white knight material, like my father said" Chuck said firmly, but Dan didn't give in to it.

"Since when do you agree with your father? Come on" he said, and pulled him along as he walked over to Blair and Serena.

"This couldn't get any more horrific" Blair cried, throwing her head in her hands. Serena put her arm around her best friend, trying to comfort her.

"We may have lost our dates, but there is still a whole night ahead for us to dance with the many handsome boys surrounding us" Serena said with a wink.

"I have a boyfriend, in case you forgot, and even _he_ seemed to only dance with me out of duty. What makes you think any of the other guys here would be any different?" Blair said sullenly, letting her guard down in front of her friend as the night weighed in on her. She couldn't believe how messed up things were getting. 24 hours ago she was on the road to a perfect night out. Now she wondered if the New York Times were even going to publish anything. This, combined with her situation with her parents was getting to be too much for her to handle.

"B, you're young, beautiful, and in an amazing dress designed by Eleanor Waldorf. A guy will ask you to dance in about ten sec-"

"Hi" Dan interrupted with a grin, suddenly appearing with Chuck standing quietly by his side. Serena beamed at Dan, pleasantly surprised by his appearance. Dan looked over at Chuck and gave him a pointed look.

"Would you like to dance?" Chuck asked Blair. She nodded shyly and took his offered hand, rolling her eyes at Serena's huge 'I-told-you-so' grin.

"My friend is besotted by your friend" Dan said to Serena once they were out of Chuck and Blair's ear shot.

"He's got good taste."

"So how about dancing with me, Miss Van der Woodsen?"

Serena bit her lip in a smile and nodded.

Dan and Serena talked about anything and everything as they danced. He was funny, and Serena loved it. She had resigned herself to the fact she was going to have a boring, 'proper' night, but Dan was making it fun.

"So you really are a kid that Mr Bass took in?" Serena asked in interest.

"Yeah, and trust me, I'm just as confused by his hospitality" he replied, loving the attention she was giving him. Things couldn't be going more perfectly.

Serena giggled in response to his honesty.

"So, what does Serena Van der Woodsen do for fun?" Dan asked, trying to get onto the subject of activities that they could do if he asked her out.

"Live my life" she said with a grin, and he chuckled at that.

"Sounds fun, mind if I join you some time?" Dan asked half-jokingly and Serena laughed again.

If Dan and Serena were loud as they danced, then Chuck and Blair were the complete opposite. The two brunettes moved silently, unaware of the picture that they made.

Chuck was quiet as he stared at Blair, taking in her breath-taking beauty and the feel of her waist in his hands. She seemed distracted, a broody look across her doll-like features. He wondered what was going on in that pretty head of hers. Chuck was secretly excited by this situation, and he was dying to talk to her, but he couldn't think of a single thing to say.

Blair's thoughts were on her own problems, and she barely registered who she was dancing with until it was too late.

The song ended, and she managed a small smile. Chuck noticed how her sad doe-eyes didn't match her mouth, and felt his heart sink at her unhappiness.

"Thank-you for the dance" she said weakly, before walking away.

Chuck's face fell, and he didn't notice Dan approach him cheerily.

"Now that wasn't so bad, was it?" Dan said happily, because he had gotten Serena's number.

"Never do that again" Chuck stated coldly, before walking away.

* * *

**There you go folks :)**

**Just a thought: I know this is weird, but I always felt that Dan and Chuck could have been the same person had they been raised the same way. I read somewhere that after a personality evaluation, both characters were found to be the same type of personality. They should actually both be shy guys, and in a way they both are but they show it differently. I think if Dan had also been raised by Bart he'd probably be a lot like Chuck, and if Chuck had been raised by Rufus and Alison he'd probably be a lot like Dan. Nate was always the "normal" guy out of the 3 when you really think about it. Chuck and Dan were the unusual ones with weird hangups and strange life choices. I also loved their interactions in Season 5 because it was kind of like they were meeting half way as they moved in the opposite direction to where their characters started. They also really helped each other significantly. I wish they could have stayed good friends, but they kind of secretly did because Dan helped Chuck out against Bart in 6x09 with the speech.**

**Anyway, I'd love to know your thoughts on this chapter, the next one will come soon!**


	3. Chapter 3

**Chapter 3:**

**They Do Besties Better Than Anyone**

Serena van der Woodsen was a lot of things.

She was a romantic, freedom-loving kind of girl. She had once told Blair that she believed she belonged in the 70's, a time when people just followed their hearts no matter what. Blair had rolled her eyes and told her that she believed in long hair and peasant skirts.

Serena remained stubborn in her principle however, and proved it by never settling with any of the different boys that captured her interest. If her feelings for one person changed, she simply moved on to the next person who intrigued her. And most of the time, to Blair's dismay, it worked out for Serena. There was no drama or extended love triangles. You couldn't exactly call Serena a man-eater, because most men were happy to go with the flow just like her.

But at the same time, it meant that Serena never really fell hard for anybody or really put her heart out there. The relationships she had were fleeting, and just when things could actually have gotten deeper, they ended. So maybe Serena wasn't really a romantic, but just freedom-loving.

Serena was also a daughter to a woman who was very much like her daughter. Men were in and out of their lives constantly, none of them ever filling the void in their hearts. Serena believed that her father was possibly the only one who had her mother's heart, because he was the only man that she had children with and really settled down with at one point. But her father was a big mystery to her. She hadn't seen him since she was a little girl. Serena never told anyone this, but she wondered about him a lot. If he was anything like her, or if he was a good or bad man. Sometimes she couldn't help but build him up to something huge in her head, because somehow this man had tamed Lily Van der Woodsen for a short while before taking off.

You could call Serena whatever you wanted, but you could never say that she wasn't a real best friend to Blair Waldorf. Their friendship was the only thing that was a true constant in her life, not including her relationship with her sweet little brother, Eric.

Blair and Serena knew pretty much everything about each other, and loved each other anyway. They were there for each other when most people couldn't be. They were equally popular and ruled their school, which often caused them to fight, but they often came to the realisation that they were better off being friends than enemies. Fighting made them look bad.

So when Serena got a tearful phone call from Blair telling her that she needed her, Serena was at her house in an instant.

She found her crouched beside her toilet bowl, and Serena knew that she had relapsed. They locked fearful stares for a moment, before Serena fell to the ground beside her and hugged her tightly. Blair sobbed silently against her for a long time, and Serena didn't say a word as she stroked her hair worriedly.

"My father is having an affair with a model," Blair finally said brokenly. "A male model."

Serena's eyes widened in shock, because Harold Waldorf wasn't that man. Well, at least Serena never believed he was. She held Blair tighter without a word, knowing how much this would have hurt her friend, who had gone all her life believing her father was perfect.

"Nate's acting weird. All I want to do is be there for him right now, with his dad and all, but he doesn't seem to want my support" Blair whispered. Serena stroked her hair and nodded, even though Blair couldn't see it.

"My entire world is crumbling" Blair said, her voice cracking. Serena felt tears form in her own eyes as she heard her best friend. She quickly held them off, because Blair needed her to make her feel better. Nothing was supposed to make the sunny Serena upset, and if Blair knew that this had saddened her, then she might believe that things were too awful to deal with.

So they spent the day together, watching Breakfast at Tiffany's and going through boxes and boxes of macaroons. Serena did all she could to show Blair that it would be okay, and that things were never as bad as they seemed.

"Maybe it's a phase" Blair said out of nowhere as she played around with macaroon crumbs. "Maybe he'll wake up and realize that things are perfect the way they are."

Serena stared at her thoughtfully, unsure if Blair was talking about her father or Nate.

After a while, Serena turned her phone on. She had switched it off once they had put on the movie, because no emergency would be as urgent as this one had been.

Being Serena van der Woodsen, her phone lit up immediately with text messages and missed calls. She sifted through them all until she came across a message from Dan Humphrey, causing her to smile unconsciously before she even read the message.

"What's with the goofy grin?" Blair asked, studying her friend curiously. Serena seemed confused for a moment, but then laughed softly.

"I'm just reading this funny message from Dan" she replied, her stomach doing a somersault at saying his name out loud. She quickly looked back down before Blair saw something she shouldn't. His message said "_Do you ever wonder why they call them apartments when they're all connected?"_

They had been sending each other little quirky lines (like the ones you get in email forwards) since the ball last week. Serena would rather die than admit it, but she'd go into panic every time she went to text something to him. What if she ran out of jokes and they ran out of excuses to text each other? How long should she wait before replying? What if he eventually got bored and stopped replying? Her heart would do a little flip of relief every time he'd text back. _What the hell was wrong with her?_

"Brooklyn?" Blair scoffed.

"Yes" Serena replied indignantly, unknowingly flushing. "What's the big deal?"

Blair's eyes narrowed as she stared at her bright red friend, then she let out a laugh of shock.

"Oh my God, you like him!" She exclaimed.

"Wh-what?" Serena stammered, all the color leaving her face. Blair stared at her in awe, never having heard her best friend stutter in her life. The loud, confident Serena van der Woodsen looked..._shy._

"Oh my God, you like him" Blair repeated, whispering it this time.

Serena stared at her with wide eyes, not knowing what to say.

Did she like Dan? She'd definitely never met anyone like him. He was funny and smart, and that meant that he could have been arrogant. Except that he wasn't. He was so down to earth, and she would often catch him gazing at her in this perfect way that made her shiver...which she just did in front of Blair. Serena looked up at her friend, and judging by the comical-looking, gobsmacked look on her face, Blair had caught it.

"You like him" Blair said again firmly, as though she had accepted it, and Serena laughed.

"Do you want to say it one more time?" Serena asked with a grin, which promptly fell as she considered it further.

She had only just started getting to know him, but their conversations and dance together at cotillion made her feel like they had a connection that preceded their first meeting. _Was that strange? How could she feel this way about somebody she had just met?_

It was Blair's turn to laugh this time. "Trust you to be the first of us to venture out into the outer-burrows" she said, with a smirk. "Wonder where he'd take you on a date. McDonald's perhaps?"

A surge of foreign anger rushed through Serena at Blair's words. "Don't patronize him Blair, you don't even know him" Serena snapped defensively.

Blair's eyebrows raised in surprise, not believing that this was the same easygoing Serena she had always known and loved. If Blair wasn't so intrigued by her unusual behavior, she would have went into bitch mode.

"Sorry," Serena said after a long pause. Blair really didn't need a bitchy Serena on today of all days. She didn't know what came over her, but she was on edge. The need to defend Dan had come from an instinct that she wasn't aware she had until now. _What is this?_

Blair simply waved off the apology as she stared at her in bemusement. Serena's phone suddenly rang, and she looked down at it.

It was Dan.

"It's him" Serena blurted mindlessly as she panicked. Dan had never called her before. He couldn't do this now, when her thoughts were all over the place.

"What do I do?" she cried, completely losing her cool in front of Blair.

"Answering would be a good start" Blair replied in an amused tone.

"Right" Serena whispered, gulping as she pressed the green button.

She took a deep, steeling breath and turned her back on her friend so she couldn't see her face as she spoke to Dan.

"Hello?"

"Hey Serena, how's it going?" Dan spoke. Serena noted that he had an incredibly attractive voice. It rumbled deeply, and his words were pronounced so intelligently that she felt the need to memorize everything he said.

"Pretty good" Serena managed to say breezily.

"So listen, I was wondering if we could hang out today. If you weren't doing anything?" Dan asked.

"Sure!" Serena replied enthusiastically, feeling like a huge dork. But she suddenly remembered Blair, turning to face her. "Oh, um actually..." she started to say, but then Blair mouthed to her "_tell him to come over."_ Serena shot her a bewildered look. Blair rolled her eyes and motioned for her to get on with it.

"I'm at Blair's, why don't you come over?" Serena asked slowly, still staring at Blair in confusion as she spoke.

"Blair's?" Dan asked in surprise, and there was a hesitant pause. "Yeah okay, text me the address."

They hung up shortly after, and Serena burst immediately.

"What the hell was that? Why would_ you_ want him to come over?" Serena exclaimed in complete befuddlement, and, to her own confusion, slight jealousy.

Blair glanced at her with an annoyed look. Normally she wouldn't invite the lower class into her home unless they were servants, but this was too good an opportunity to miss. Serena Celia van der Woodsen had a crush. She seemed almost..._passionate_ about someone for once, and Blair was going to soak this up. That someone had the power to possibly hurt her too, however, and Blair's protective nature acted up, the same way Serena's did for her today. She was going to suss this Daniel Humphrey out.

"I owe you for today" Blair said with a gentle smile, not lying, but not telling the entire truth either.

Serena seemed to buy it however, smiling back and gripping her friend's hand in gratitude.

* * *

Chuck was about to pour himself a drink when he heard unceremonious banging at his door. He glared in the direction of the obnoxious sound, rolling his eyes and heading over to the door to open it.

He was faced with an excited looking Dan. Chuck immediately shut the door in his face, having no patience for him whatsoever.

"Chuck, come on man! Open up" Dan exclaimed.

"Beat it Humphrey" Chuck called out, sitting on his couch and reading the paper.

"Fine, if you won't let me in, I'll just tell you from here" Dan replied. "I'm going to hang out with Serena and-"

"Interesting, try not to drool on her" Chuck scoffed sarcastically, interrupting him.

"Let me finish. I'm going to hang out with Serena, at _Blair's_ house" Dan continued, waiting with a smug expression.

"Okay. Now get lost" Chuck replied callously. Dan's face fell, momentarily giving up on his mission. He wanted to be able to speak to Serena without that sneaky little brunette friend of hers trying to play games again. Chuck could distract her with his charms while he wooed Serena. Plus, Dan felt bad about cotillion and wanted to make it up to Chuck.

"Look man, I know you like her. Admit it or don't admit it, but here is a golden opportunity for you" Dan said firmly. When the door opened a few seconds later, Dan briefly thought that he might have won him over.

Until he saw the angry look on Chuck's face.

"When are you going to get it? There_ is_ no opportunity when it comes to Blair Waldorf" Chuck hissed.

"Because of Nate Archibald? You've got to be kidding me. Almost every guy in our school knows that asshole is hooking up with girls behind her back" Dan replied incredulously.

"It's not Archibald. It's _me"_ Chuck blurted, before walking into his suite and filling a glass of scotch.

"What are you talking about?" Dan asked in a calmer tone as he followed Chuck inside, sensing that something else was going on under the surface.

"You've seen Blair Waldorf haven't you?" Chuck said with a short, humorless laugh. "She's perfect, but also perfectly unobtainable. She has standards...respect for herself. A girl like that would never stoop low enough to even speak to me."

Dan's eyes widened as he listened to Chuck. So this was the great Chuck Bass's downfall? The one girl who he seemed to care for was the one he believed he couldn't have.

And when something was out of your reach, you tended to become slightly obsessed with it. Dan would know.

"You don't know that" Dan said after a long pause.

"Spare me" Chuck replied, rolling his eyes.

"I'm serious. How would you know any of this? Has she ever said anything like that to you?" Dan asked emphatically.

"No, but she doesn't need to. She's going to end up with some Prince Charming type in the end, even if it isn't Archibald. You know it, I know it, and so does everybody else" Chuck said with finality, taking a sip of his scotch.

Dan considered his words for a moment, but felt that he had to disagree. Blair Waldorf couldn't end up with someone nice, because _she_ wasn't nice. She seemed too opinionated, mischievous and complicated. And as Dan studied his brunette companion, he realized that Chuck Bass could have an appreciation for Blair Waldorf, but also challenge her simultaneously. Suddenly he _needed_ to see this happen. It would be only too interesting from a writer's perspective.

"A girl like that needs a Darcy, not a Bingley" Dan murmured out loud.

"What?" Chuck snapped, narrowing his eyes suspiciously.

"You know, Pride and Prejudice?" he said. Chuck just stared at him blankly.

Dan sighed. "Do you _ever _read?"

"You really don't know how to win a person over, do you?" Chuck sneered.

"Look, my point is that throughout history, girls have never been satisfied with the simple, nice gentleman in the end. They'll never feel fulfilled, even if they appear to be," Dan said with a smile. "Its a sad truth for all men."

Chuck actually looked to be considering Dan's words, rubbing his chin. "So what do you propose?" he asked.

"I _propose_ that you accompany me to her house now and start making her world spin, like I'm attempting to do with Serena" Dan said with a grin, waiting expectantly for Chuck to respond.

"You may be onto something, Humphrey" Chuck said quietly, looking more confident by the second. "I'll call Arthur around."

_20 minutes later_

"I can't do this" Chuck said as they watched Blair's maid, Dorota walk upstairs to announce their presence to the girls. Dan whirled around to look at him in shock.

"What?" Dan said.

"I can't do this" Chuck repeated more firmly.

"Are you kidding me? Why not?" Dan exclaimed.

"I don't have to explain this to you" Chuck said icily, but Dan caught a flash of something in his eyes. He had already given up hope.

Chuck Bass was chickening out.

"The maid already told them that we're here. What the hell man?" Dan hissed, freaking out that Chuck had freaked out.

"Miss Serena said to come up" Dorota said, interrupting them. She looked at the both of them suspiciously before disappearing to another room.

"Look, just go on up without me. Make any excuse" Chuck replied, pushing Dan forward.

Dan shook his head with loathing at Chuck as he stormed up the stairs, not believing that he had made things awkward already.

Chuck studied the Waldorf home, because it was likely that he'd never be back again. It was tasteful and classy, like Blair, with it's checkered floors and exquisite furniture. He turned his head to see a piano in the living room.

Meanwhile, Dan wandered through the hallways upstairs until he heard giggles coming from one of the rooms. He took a deep breath and knocked.

"Come in" Serena chirped between her laughs.

"What's so funny?" Dan asked with a grin as he walked into Blair's room.

"Oh, Blair was just-" Serena started.

"That outfit you're wearing" Blair finished for her, smirking and waiting for his response.

Dan just rolled his eyes, not giving her the satisfaction of a real reaction._  
_

"Ignore her, she's high on sugar" Serena said, playfully hitting her brunette counterpart. Dan just smiled softly at Serena, and it wasn't long before his stare made her look down shyly.

Blair watched the interaction in amusement, and grabbed the boxes of macaroons, deciding to give them a moment alone. She had seen enough.

"I'll put these away" she said slowly, winking at her friend as she left the room.

There was an awkward silence as Dan and Serena were left in the room alone together. Serena wrung her hands together in her lap nervously.

"So, where's Chuck? Dorota announced him as well" Serena finally asked, hoping she didn't stammer.

Dan thought quickly, cursing the day Chuck Bass was born. "He uh...had to go. Something came up"

Serena looked confused, and stared at him disbelievingly for a moment. He swallowed as he blinked at Serena several times. _I hate you Chuck Bass, I hate you. _

"He does that a lot" Dan continued, trying to make some sense. "He's a complete flake, you should have seen what he did the first night I moved in."

Serena grinned in response. "Do tell!" She said.

So Dan retold the entire story of his first night with Chuck Bass, adding his own commentary along the way as he recounted the bar and their wild endeavors He had unconsciously moved to sit next to her on the bed.

"He didn't!" Serena gasped when Dan told her about the end of the night and waking up in the corridor of his suite.

Dan chuckled. "Oh yeah. I can only imagine what the bell-boy who showed me to my room right behind me must have thought" he said, closing his eyes in remembrance of the humiliating moment. But he couldn't help but grin and shake his head in laughter.

Serena giggled in response. Since cotillion, Serena had noticed that Dan had a way of pointing out the deprecating truth in a funny way. It was like he observed things for what they were and wittily turned them into something amusing. It was another reason why she liked him.

_Wait a minute, she liked him?_

* * *

Blair had ventured downstairs to her kitchen to put away the macaroons. She studied them for a moment, before deciding to have another one. Yes she had consumed far too many already, but today had sucked.

Blair had just picked up a blueberry-flavored one when she heard music coming from her living room. Macaroon in hand, she followed the sound until she was standing on the outskirts of her living room. What she saw made her eyes widen as she took a bite out of the macaroon.

Chuck Bass was seated, playing the piano in her living room. The song was hauntingly soft and slow, and Blair felt a deep sadness between the notes. She studied Chuck's face as he played, swallowing her bite of the sweet delicacy thickly. His eyes were a clear hazel, brimming with sorrow as he watched his own fingers press against the keys. He looked like a vulnerable little boy, and Blair felt her heart constrict with the sudden, strange need that came upon her to hold him and reassure him that everything was okay. When he closed his thickly lashed eyes and pursed his perfectly curled lips in concentration, Blair's eyes glazed over and warmth rushed through her face and body.

'What is happening to me?' she thought, lifting her hands and pressing the backs of them against her cheeks in order to cool them down.

Suddenly, Chuck stopped playing and sat there for a long moment with his eyes still shut, looking as though he was in deep agony. Blair felt it again, a softness inside that made her desperate to comfort him in any way.

Then his eyes unexpectedly opened, and he looked at her.

Blair gasped, and ran back upstairs. When she looked back on that moment afterwards, she felt incredibly foolish for running upstairs like some immature little girl. But at the time, Blair had felt offensively intrusive, like she had been caught looking at him naked.

Serena and Dan were in the middle of laughing at something when Blair burst into the room, clutching her chest as she breathed hard.

"B? You okay?" Serena asked, concerned.

Blair didn't reply, looking too overwhelmed for words.

"Blair?"

"Hmm? Oh, yes. I'm fine..." she said distractedly, as though she had just realized Serena and Dan were there. Sensing the strangeness that came with the sight of a frazzled Blair Waldorf, Dan got up from the bed.

"I'd, uh...better get going, I have some stuff to do" Dan said in his awkward way, raising an eyebrow in question at Serena as they looked back and forth between each other and Blair.

"I'll walk you out" Serena said slowly, giving her friend a confused look as they exited the room. Blair flopped backwards on her bed the moment they left the room, trying to regain some composure.

Serena and Dan headed downstairs and into the foyer to find Chuck waiting. Serena stared, bewildered at the fact that Chuck was still there.

"We're leaving now" Dan said, and Chuck nodded silently, glancing upstairs curiously before walking to the elevator. Serena and Dan caught this and felt more intrigued than ever.

* * *

**I'm really biding my time with Chair, so please don't leave the story because of the lack of Chair. The next chapter will be nearly all Derena, but after that there will be something Chair-related in every chapter. I'm also redoing what happened on the show in a way, because this time Serena was there for Blair when her world fell apart.**


	4. Chapter 4

**PLEASE READ**

**Firstly, I have realized the power of the Twitterverse. ****So please follow me for updates, previews etc. ****My username is redonesie**

**Secondly, I'd like to thank Liz (aka Dr. Holland haha) who was my beta reader for this chapter. She helped me keep Derena on track!**

**Thirdly, I promise you that Chair is coming. But this buildup is necessary. You have no idea how excited I am to show you their scenes. They're already written up. **

**Fourthly, I changed the pairing to Derena just for this chapter because it is heavily Dan and Serena. The next chapter is split into four fairly equal amounts of Blerena, Duck, Chair and Derena.**

**Fifthly, ****t****he dialogue between Serena and Blair at the start ****was inspired by the book "Does My Head Look Big In This?" by Randa Abdel-Fattah.**

**Sixthly, ****thank you to the following people for their wonderful reviews on the last chapter: jessyang0530, alyxoxo821, Miss Mello, Cosmokaramel, chairchairchair, melly326 and all the guests!**

**Now enjoy, lovely people :)**

* * *

**Chapter 4:**

**Please Don't Tell Me it's Over**

Blair was primping herself in front of her mirror when she got a call from Serena. Her best friend managed to speak for an entire minute without Blair understanding more than three percent of what she said.

"Serena! Slow down! I can't make out what you're saying! What happened? Something about Dan, the color blue and you wanting to jump off the Empire State Building? What the hell has happened?" Blair exclaimed.

Serena laughed. "Oh my God, B! Dan and I have been sending text messages to each other for the past hour! We started during _American Idol_ and it went through to _Law and Order. _That's ages! And I've replied, so all up we've officially had a fourteen-text-message exchange! Isn't that unbelievable? I mean, come on, that's kind of cool isn't it?"

Blair held back a laugh at how lame her best friend was acting. Now that she knew that Serena liked Dan, Serena had become a little too comfortable with debriefing Blair on all of their conversations. As pathetic as her friend was being, it was kind of adorable to see Serena act this way about a guy, so Blair fulfilled her duty as her best friend and went with it. "Wow! That's awesome! So what did he say?"

"We started off with our usual corny jokes, but then out of nowhere he said, and I quote, 'Do you wear blue contacts?'"

"Oh my God, he's in love with your eyes!"

"He actually noticed something about me, Blair! _Me._ It's just too unbelievable" Serena said dreamily.

"Yes Serena, he is mentally unstable for being attracted to you. Call the men in white suits" Blair said, rolling her eyes.

"Anyway, I was having a panic attack trying to think of something witty or cute to say back. The more I thought about it the longer the time was passing between the reply, and I was freaking out because before it was like instant replies but suddenly there was this huge, long pause. Then something came over me, Blair! I felt this energy and confidence take over me and I thought, to hell with it, I'm going to flirt!"

"Finally!" Blair said with a chuckle.

"Don't get excited. That lasted about three seconds."

"No!"

Serena laughed. "Only joking. I was shameless. I replied: No they are mine and in case you're wondering my Dad isn't a thief."

Blair paused. "Huh?"

"Don't you get it?"

"No..?"

"Come on! You know that pick-up line, _'Is your dad a thief because he must have plucked the stars from the sky and put them in your eyes.'_ You must know it."

"Oh my God! Of course I know it! But it doesn't fit! Did Dan get it? What did he reply? That could have been text message suicide! Tell me this has a happy ending!"

Serena burst out laughing. "No, he didn't get it. He didn't reply either."

"What? He could have pretended to get it. How could he ignore you like that? How could he be so rude?"

"Relax, Blair. He didn't reply because he called."

"Dan called?"

"Yes. He called to tell me that I'd officially written the worst text message response in teenage history and would I go on a date with him tonight."

"Oh my God, Serena! Is this a joke? You totally expose yourself and the guy you like asks you out in response!" Blair exclaimed.

"B, I feel like I'm floating around in my bedroom. It doesn't feel real, but it is! _Dan _asked me out."

"I'm coming over in 5" Blair replied simply with a grin, then shook her head as she hung up on her ecstatic friend.

Serena was acting downright adolescent, but Blair couldn't be more glad. She had been worried for so long that Serena was going to surpass her in maturity, seeing as she already had sex. Blair had feared that she was going to eventually lose her friend to the wild lifestyle that the older kids at school had adopted. But Serena's feelings for this Dan guy had slowed her down a little to a level that Blair could relate to. She was filled with excitement for her friend and relief for herself.

Blair scrolled through her contact list to call Nate to tell him she'd be late for their own date tonight (she figured that S would need her to help choose the perfect outfit), but found that he had already sent her a text saying that he had emergency lacrosse training and wouldn't be able to make it. Her shoulders dropped as she re-read the distant and suspicious-sounding message.

This had been a usual occurrence, and Blair didn't understand why. She thought she was doing everything right when it came to their relationship. Blair was starting to have doubts about Nate, and wondered if he really was her perfect man. She believed that she really loved him, and they had been together too long for her to let go.

_'But...I mean, a Prince Charming would want to be with his princess wouldn't he?' _she thought to herself.

Blair had been conditioned by her mother to believe that she needed Nate, and it was just something she had accepted all long. But was her mother really a reliable source for good relationship advice? The woman was losing her husband to _men_. The thought made Blair smirk despite herself. If it wasn't such a tragedy it would have been funny. Actually, it kind of was.

Blair loved her father but she was still so angry at him. She hadn't seem him for some time, asking him to give her space. But maybe he would understand her confusion about Nate? Blair wondered how both her parents would react if she brought home Chuck Bass.

Blair gasped, collapsing back against her bed and covering her mouth with her hand in shock. How did _his_ name creep in there? Her brain wasn't allowed to be having those thoughts about someone like him. And yet, ever since that day she found him playing the piano, the image kept appearing in her mind. It felt so forbidden to be acknowledging the dark-haired, gorgeous man, who she lately couldn't help but notice dressed as perfectly as the male-leads in her favorite films. She felt her face go hot with embarrassment at the thought of anyone knowing that she had thought that.

Thank God people couldn't read minds.

* * *

"So you're taking the S out?" Chuck asked, leaning against the doorway of Dan's suite with a smirk on his face.

"Yep" Dan replied, not looking at him as he fiddled around his suite looking for something to wear. He couldn't believe he had finally plucked up the courage to ask her, but her attempt at flirting with him had given him that glimmer of hope. Dan nearly laughed out loud as he recalled her poorly thought out text. She was adorable, and she was going out on a date with him tonight. His heart had been doing jumping jacks all day in anticipation.

"So what were you thinking? A 5-star dinner for two at the top of the Empire State Building?" Chuck threw in jokingly.

"What? That's ridiculous. Can you even do that?" Dan replied, finally stopping what he was doing and looking at Chuck.

"You can if you're Chuck Bass" he replied smugly.

Dan rolled his eyes. "I'm taking her out Humphrey-style. That means shooting pool and great diner, not your dream-date with _Blair_" he said with a teasing look, which caused Chuck to glare at him darkly.

"Need I remind you that you're taking _Serena van der Woodsen_ out, not some Brooklyn chick. Does she scream pool and food from a diner?" Chuck sneered, trying to get Dan back for making fun of him about Blair.

Dan was silent in thought for a moment. Was Chuck right? He had been waiting so long for a date with Serena, and was he about to turn her off for good with his totally pedestrian date? He had always said that the only way to be with her was to become someone who made sense in her world.

"What would you suggest?" Dan asked Chuck.

"Now we're talking..." Chuck replied with a smirk.

* * *

Serena was buzzing with nervousness and excitement as she waited for Dan to knock on the door of their suite at the Palace. She had dressed down for the evening, in jeans, boots and a funky top, figuring that Dan was the kind of guy that wouldn't take her anywhere too proper or fancy. He was fun and laid-back, something she always strived for in her world but never seemed to have the opportunity to experience.

Tonight was going to be perfect, she could just feel it. Now if those nerves could just disappear, then maybe she wouldn't feel so anxious.

She heard a knock at her door and jumped up from the couch, but stopped herself from answering it too quickly. Serena didn't want him to think she was just sitting there and waiting around. She ignored the fact that she had been doing just that.

However, when she opened the door she was surprised to see him dressed up in a suit and tie. They locked eyes for an awkward moment.

"Am I early?" He asked, cutting the tension.

Serena looked at him blankly for a moment before coming to her senses. "Uh...no, no. I'm just running late" she said breathily.

_Great, this is your first date with him and you've already managed to look like an idiot_, she thought to herself.

"Excuse me while I slip into something less comfortable" she said smoothly, hiding her embarrassment. He chuckled, and her stomach did a happy dance like it did every time she got _him_ to laugh at her jokes. "Talk to me while I change?"

"Sure" he said with a grin, following her to stand outside her room while she changed.

Dan glanced around her huge suite. "It's a nice place that you and 800 people have got" he quirked, then slapped himself inwardly. _Oh no, it was happening._ Whenever he felt out of his league the inner cynic in him came out.

"Yeah the identical surroundings do make you crazy after a little while. Sometimes I feel like I'm in a secret government experiment" she replied easily.

He felt a bit more comfortable after that, so he continued despite himself. "Most government experiments don't have plasma TVs or maid service, just something I've noticed.." Dan trailed off as he turned to glance at her bare back as she reached for a dress on her bed. He swallowed, then made himself look away like the inner-gentleman he was.

Dan waited silently after that for her to finish. When she stepped out from her room, he stared at her then looked at the ground quickly, as though she was a bright light. "Wow," he murmured, more to himself than her. Serena looked incredible in her short, glittering black dress that flaunted her statuesque body. She had simply taken her hair out from the ponytail it was in before, and the blonde locks cascaded beautifully around her face.

Serena couldn't help but beam at his reaction, feeling like a million dollars.

"Shall we?" He asked with a charming smile, holding out his arm. She bit her lip in a smile, clutching onto his offered arm as they headed down.

They walked out front, and Dan led her to the waiting limo. She raised her eyebrows in surprise, and he just shrugged casually as though it was an everyday occurrence for him to have limo at his beck and call. It was good to be friends with Chuck Bass.

He held the door open for her to enter, and they were off. Dan was taking her to a restaurant that Chuck had suggested, and that Dan had to drain his entire life savings to prepare for. If he was honest with himself, the whole thing made Dan feel uneasy and panicky, but his need to impress Serena overran his own insecurities.

They eventually arrived, and they were brought to their seats after the concierge completely humiliated Dan by forgetting his booking from earlier that day.

And naturally it began to happen again; Dan's nervous twitch of making half-hearted, non-stop jokes to cover the uncomfortable feeling of inadequacy. Serena wasn't even laughing anymore at his jokes. He could tell real laughs from polite ones. Little did he know that Serena was distracted by the fact that she had just spotted her worst nightmare.

Juliana Rodriguez was seated at a nearby table with friends. Serena had a brief fling with the captain of the swim team last year, only to find out that he had been also seeing Juliana, a senior at Constance. Serena had ended it as soon as she found out, but the girl still shamelessly hated her guts. It was lucky that she was in college now, but incredibly unlucky that they were at the same restaurant. Knowing that the girl would attempt to humiliate her, Serena prayed to God that she wouldn't see them, and tried to hide behind her menu.

They managed to get through their appetizers safely, but during their main course disaster struck. Juliana appeared to be leaving, but she spotted them on her way out. Seeing that Serena was on a date seemed to heighten her purpose as she stalked over to them.

"Who came up with the concept of eating a rabbit anyway?" Dan had been musing out loud when Juliana interrupted him.

"Well what do we have here?" She drawled, then held her hand out to Dan. "Hi, I'm Juliana Rodriguez."

"Oh, hey" Dan replied easily, shaking her hand. "Is this a friend of yours Serena?"

Serena opened her mouth to answer, but Juliana spoke over her. "Allow me, Serena and I go way back. We've shared many things. Would you like to hear one of them?" she said with a malicious smile.

"Juliana, please don't do this" Serena said quickly in a panic.

"What's going on?" Dan asked, narrowing his eyes in confusion.

"Would you like to tell him?" Juliana snapped icily.

Serena's eyes widened, realizing that no matter what she was completely screwed. She made a weak attempt at damage control. "Look Dan, it was a really long time ago, and I regret it-" she started to say.

"Are you really trying to play the good girl right now? You slept with my boyfriend while we were dating" Juliana exclaimed over her, then turned to look at Dan, practically burning him alive as she eyed his cheap suit and tie. "I just thought you should know, before you fall for your perfect girl in her perfect world and get left all alone." She smiled with triumph at Serena, before leaving the restaurant completely.

"Is that true?" Dan asked her after a long moment of silence.

Serena didn't reply, but she didn't need to. The admittance was all over her face as she couldn't look him in the eye.

"If you'll excuse me" he said, rising from his chair and leaving the restaurant.

Dan wasn't sure why he felt so disappointed and upset, but it was overwhelming him as he walked towards the limo. So what if Serena had done that? It was _Serena_. His dream girl.

When he thought about it later, he knew what it was that had turned him into a judging idiot.

Discomfiture. Great, overpowering meagerness in that moment brought to light all his short-comings and insecurities next to the blonde who fit into her world like a glove. And it only got worse when she tried to explain.

"Dan! Dan, wait!" Serena cried as she chased after him.

He turned around to look at her. "I forgot about the check, damn it" he said, then moved to walk back into the restaurant.

"Uh...actually, I already took care of it" Serena muttered.

"What?" Dan exclaimed in shock.

"Yeah, I-I just charged it on my mothers card. It's no big deal, don't worry about it" Serena said uncomfortably.

"You know, I can pay. It's not like I don't have the money" he said, feeling humiliated and more depressed as their first date seemed to be getting worse and worse.

"Yeah, I'm sure you do. You just shouldn't have to spend it here" Serena replied, trying to explain herself. The restaurant hadn't really matched the kind of place that she thought Dan would love to take her to. This whole disastrous date just hadn't been worth it. Serena just _knew_ she was right. She knew Dan.

"I don't understand, did I do something wrong?" Dan asked, even though he already knew he did from the very beginning by taking her on the date that Chuck suggested.

"No, no. Look I'm sorry about what happened back there" Serena said.

"It's okay, just forget about it" Dan replied quietly, his hurt pride and frustration weighing him down.

"No it's not okay. Look I'm sorry about Juliana-"she began to say.

"It's not about Juliana...well I mean it is but not just her" Dan said, shaking his head.

"No, I know. Trust me, this world is _crazy_" Serena exclaimed, panicking at the look in his eyes. It wasn't one she had seen before and she was surprised at how much it affected her.

"Yeah, it is" Dan said, glancing up at the restaurant behind her in emphasis before looking back at her and sighing, as though he had come to some depressing conclusion about her in his head. "And you're a part of it."

"What, and you didn't know that?" Serena asked quietly.

Dan paused for a long moment, then rubbed his forehead. "I don't know, I thought you were different, or something. Look, let's just...come on, I'll take you home" he mumbled, before walking to the waiting limo. The words felt wrong as they tumbled out. He didn't mean it in that way.

The ride back to the palace was extremely tense as they sat in silence, as was the elevator ride up. They were both feeling miserable at how horribly the night had gone. Had it only been just over an hour ago that they had been completely excited and ecstatic about their date?

Just before it reached her floor, Serena broke the silence. "I'm sorry I'm not who you thought I was, but what's happened is in the past. If you can't accept that, then you're not who I thought you were" she said sadly.

Dan remained silent, not looking at her as he listened. He didn't know how to reply to her, because he wasn't sure what to make of anything right now. He didn't want her to change. He just feared that he'd never be able to.

The elevator doors opened, and she moved to walk out. "I guess we both made mistakes" she muttered before disappearing.

Dan sighed as the doors closed behind her.

_How did he already manage to mess up everything?_

* * *

**You know what I love? Long, detailed reviews about all your thoughts. So don't be shy ;)**


	5. Chapter 5

**Before you read...**

**Make sure you follow me on twitter (my username is redonesie) so you can receive sneak peeks and updates :)**

**Special thanks to the following people for their much appreciate reviews for the last chapter: Serena0426, MissKania, saramalhussaini, Jwoo2525, Laura, olimgossip, mE, Smallville944, P, alyxoxo821, David Fishwick, melly326 and hsds.**

**Always leave a name so I can mention you in my thankyou note :)**

**This chapter is rated M for violence and language! It get's pretty intense.**

**This chapter is influenced by the book Looking for Alibrandi and the OC.**

**I've decided that I'm going to add music. If these were real scenes, then the song that I put under the chapter title is the one that I'd imagine would be in the background. I'll even put the lyrics in italics where it's appropriate. Be awesome if you listened to the song and imagined it hahaha!**

**I love writing this story. It makes 3 of my ship hearts flutter at the same time. I hope you guys enjoy the update.**

* * *

**Chapter 2:**

**Going to Butter is so Much Better Than Not Going to Butter**

_"Brother"- Matt Corby_

"Can I try this on?" Blair asked, standing in her pearly white corset and panty-set, and holding up a ribbon blue dress that she had found in Serena's closet.

"My brother is home, you know," Serena said with a laugh at her friend who was prancing around the room in her underwear.

"You say that like it's a bad thing," Blair drawled, waggling her eyebrows before slipping the dress over her head.

"Oh, gross," Serena groaned, giggling at her before staring down at her phone. She scrolled through her texts until she came across the old ones from Dan. She sighed inwardly. They hadn't spoken for the past week, avoiding each other at all costs. Maybe Dan just hadn't been the right guy for her? It didn't stop her from thinking about him every time she got a free moment, wondering about the "what if's." Serena had been so absorbed in her thoughts that she didn't notice Blair reading over her shoulder.

"Brooklyn still hasn't spoken to you?" Blair said, causing Serena to jump and lock her phone quickly.

"I don't know. I hadn't really thought about it," Serena replied as non-nonchalantly as she could. Damn that Dan Humphrey. Before she met him, Serena had been able to be carefree without trying. Now the force of her easygoing smile made her face muscles hurt.

"I don't get it. Last week I couldn't get you to shut up about him, now you turn broodier than Nate whenever his name comes up," Blair said, smirking at her friend, but her teasing look softened immediately when she took in the faraway look in her best friend's eyes. Blair gripped her hand and squeezed it comfortingly, letting her know silently that she was there if she wanted to talk, before roaming back to the closet to try something else on.

Serena wasn't sure why she couldn't talk to Blair about what happened on her date with Dan. Perhaps a great part of her feared that Blair just wouldn't understand. She already had her prince, and her prince didn't seem to have any insecurity about their world. Blair was lucky in that regard. Although lately, Serena could tell that her perfect relationship wasn't all it was cracking up to be.

Take tonight, for example. It was Thursday, and that meant it was Butter night. Anyone who was anyone from St Jude's and Constance went there for the majority of the school year, if they weren't overseas on a fabulously overpriced vacation. Nate however had already made excuses for not attending, leaving Blair to have to go without her boyfriend. Serena chivalrously volunteered to be her date for the evening, but she also knew of Blair's obsession with image and showing the world how great her relationship was, especially while she struggled with what had been going on with her parents at home.

Serena was also growing increasingly worried about Nate, and the situation with his father. One of her closest friend's life seemed to be spiralling out of control. Serena and Blair were doing all they could to support him, even drifting away from Carter who had made it his mission to give Nate crap at school. But Nate seemed to be pushing them away to try and deal with it all on his own.

She bit her thumbnail, studying her brunette counterpart as she tried on a pair of heels. Serena did not want to live in a world where things weren't cracking up the way they were supposed to be for everyone.

* * *

Eric was lying back on the couch in the living room and listening to his iPod when there was a knock on the door. When he went to answer it, he found himself face to face with Chuck Bass, dressed in a bright blue suit and a pink bow- tie.

"Hey," Eric said, bewildered. He had heard great stories about the hedonist, and to him it was kind of like a celebrity appearing at his door.

"Hi," Chuck said with a glint in his eye, and opened his mouth to say something else before Lily walked into the living room area from her room.

"Oh, hello Charles," Lily said in a pleasantly surprised tone when she spotted them.

"Good-afternoon," Chuck said with the smoothness of a born and bred gentleman, but the look in his eyes indicated his confusion at the woman knowing who he was. Eric felt just as curious.

"How's your father?" Lily asked as she adjusted her earring.

"Specify the context," Chuck said with a smirk.

Lily laughed lightly, immediately charmed by the boy. "Well, what brings you to our neck of the Palace?"

Chuck looked just as amused by the older woman. "I was actually hoping to speak to Serena, if that's okay?"

Lily raised her eyebrows in surprise, followed by an almost pleased look. "Of course, I didn't realize you were acquainted. Eric, why don't you show Charles to her room?"

Eric stared silently at his mother in puzzlement for a moment, before he snapped to attention and nodded over at Chuck. As they walked to the room, Eric looked back to catch his mother staring at them contemplatively.

He didn't like that look.

Eric cleared his throat as he knocked on Serena's door.

"Serena, you've got company," Eric said. The already open door nudged forward to reveal Serena reclining on her bed, and the back of the underwear-clad Blair Waldorf, standing with her hands on her hips as she studied herself in the mirror.

Chuck's usual smirk dropped completely when he saw Blair, who looked over her shoulder at them in shock, before prudery called her to quickly yet gracefully step out of their view like a gazelle, or some other delicate creature in white lace.

"Oh my God," Chuck murmured. He had only seen a flash of her, but it was a dream come true.

"Eric!" Serena shrieked.

"Sorry!" Eric exclaimed, shutting the door quickly. It wasn't like Eric found Blair attractive anyway, but he still blushed.

Chuck was in a wonder-filled daze, not even noticing Eric leave him to return to the living room.

A moment later, Serena opened the door and shut it quickly behind her.

"What's up?" Serena said shortly, crossing her arms over her chest. She wasn't a fan of the ill-tempered playboy, and she immediately connected him to Dan which made her feel defensive.

Chuck just blinked; still reeling at the spectacular image he had just been given. "Uh...what?" he mumbled with a silly grin on his face.

Serena narrowed her eyes at him, but couldn't stop the little smile from forming across her mouth. Chuck Bass looked completely stupefied.

"Uh...oh!" Chuck said, shaking himself. "I need you to fix things with Dan."

"What, are you his messenger or something?" Serena said dryly, shaking her head. "Tell him to not send Chuck Bass next time."

"No, he doesn't know I'm here. He'd probably kill me if he knew I was," Chuck said. The truth was, Chuck had been dealing with a depressed Humphrey for the past week. He would usually just roll his eyes and let him deal with it. But Chuck had gotten used to having someone to talk to and bounce off. He couldn't do that with a flat and quietly moping Humphrey.

And, if Chuck was being completely honest with himself, there was this little whining voice at the back of his head that told him he owed Dan, seeing as Chuck had been the one to suggest the awfully structured date that he taken her on.

"Look, he feels bad about what happened," Chuck said. "I've tried everything to distract him, even showed him my little black book. But he refused."

Serena felt surprised for a moment, and...excited. Maybe he had been as miserable as she had been? Another thought crossed her mind, however.

"Why doesn't he just tell me that himself?" Serena snapped loudly, an angry look falling across her features.

Chuck raised his eyebrows at her and she seemed to realize how furious she had quickly gotten.

"Probably because of_ that,_" Chuck said, waving his hand at her in emphasis. "Just...give him a chance, alright?"

Serena was silent for a moment. "I'm not making any promises. Now if you'll excuse me, I have to finish getting ready."

"Partying it up on a Thursday night?" Chuck said with a surprised smirk.

"Not that it's any of your business, but it's Butter night," Serena said with a sniff, and entered her room, shutting the door firmly behind her.

Chuck rubbed his chin contemplatively.

* * *

Dan was reading and re-reading the same page of his textbook over and over again, with nothing staying in his mind. It had been a regular occurrence all week. He was distracted by thoughts of Serena and what he had named, the Royally Huge Screw-Up, by Dan Humphrey.

When Chuck barged into his suite using his own key that he had acquired (Dan didn't bother asking Chuck how he got it, he was Chuck Bass), Dan secretly welcomed the distraction from...well, being distracted.

"Get dressed," Chuck said, throwing a shirt and a pair of pants at him.

Dan was briefly blinded by the clothing that had wrapped around his head, before he pulled them off and stared down at them."I _am_ dressed. What are these?"

"The flannel will not do for Butter," Chuck said, putting his hands in his pockets and shaking his head.

"Butter?" Dan asked, not following.

Chuck rolled his eyes. "The restaurant we're hitting up tonight."

"Why, exactly?" Dan asked.

"Bart's orders. Apparently he wants to do...dinner," Chuck lied. It sounded fake to him, but hopefully Humphrey would buy it. If Chuck even breathed a word about Serena, Dan would be a wall of fortitude.

Dan stared at him disbelievingly for a moment. After things had gone wrong with Serena he had considered going to Hudson with his mother. Who in their right mind would ever like Dan after what he had said to her? An Ivy League college could still be on the cards for him, with or without St Jude's. But what still struck him was Bart Bass. This guy was a modern day scrooge, the type to buy out homeless shelters to build skyscrapers. But he had taken in a boy from Brooklyn, offering him a five star suite to live in and basically a ticket to all things Upper East Side? Something didn't add up, and Dan was going to stick around to find out. Unfortunately, it seemed that Bart Bass was a rare presence in his own son's day-to-day life, let alone Dan's. They were lucky to see him more than once a week, which was why Dan found it difficult to believe Chuck at this moment in time.

"It's a dinner with his partners," Chuck quickly added. "Probably wants to show his stray puppy off."

Well, if Chuck was telling the truth there was no getting out of it. He was Bart Bass after all.

Dan shrugged and moved to the bathroom to get changed.

* * *

As expected, when Blair and Serena walked into Butter that night, the whole of the Upper East Side seemed to be there. They sat at the table reserved for their regular crowd and began to mingle over the delicious food. About half-way through their meal, Serena spotted Dan with Chuck when they walked in and headed to the bar of the restaurant. She immediately looked away before Dan could notice her. It wasn't as if Serena disliked Dan, (it was quite the contrary, if she admitted it to herself) but she feared that if she looked at him she might find him looking back at her, and she wasn't sure where that would lead them.

"I'm starting to think that this is a set-up. Your Dad doesn't seem like the type to run late," Dan said, staring at his watch and twirling around on his stool to face the restaurant rather than the bar, which they had been doing for the past half an hour.

"Just hold on, Humphrey. They'll be here soon," Chuck murmured, smirking inwardly when he spotted Serena and Blair at their table. His plan was set. If he got them in the same room, they were bound to get talking. If not, well, at least this little social experiment would be entertaining for him to observe.

"And now I definitely know it's a set-up," Dan said angrily, noticing Serena at her table. He turned to stare at Chuck accusingly.

"What?" Chuck said, throwing his hands up innocently. "How was my Dad supposed to know they'd be here?"

"Are you seriously still going with that story?" Dan hissed, glancing at Serena from the corner of his eye helplessly.

"Are they seriously here?" Blair whispered to Serena, noticing the two boys looking over at their table, and seeming to be in some kind of argument. Well, it looked more like Dan was furious at Chuck, and Chuck looked like he was trying not to laugh. Blair bit her lip and glance down at her plate quickly when she saw the cheeky smirk on Chuck's face as he regarded Dan.

God, he was hot.

She was beyond humiliated by him catching her in her underwear. Blair had been caught off guard, and her body had probably looked out of proportion and unattractive to his experienced eyes. At least if she had been wearing her more body-flattering underwear, or at least have adequately adjusted the corset she had been wearing, she might have felt better about it. Blair cursed herself as she realized that it sounded like she wished she had been caught _on_ guard.

_"Don't even go there, girl. It's not like he would,"_ she thought to herself, and rejoined the conversation at the table.

A few minutes later, a group of loud-mouthed creeps walked in. Serena recognized their leader as a boy who used to be her step-brother. His name was Pete Fairman, and he was a bully like you would not believe. He called Serena a bastard when she was 13, and when she had told Blair, she said not to take it personally, and that he would probably end up in jail or dead in a pitiful alley from an overdose.

Blair's heartless comments could be weirdly comforting at times.

Eric and Serena called their time of living with the Fairmans as the "horror years." Pete would get drunk constantly when their parents were away and yell out suggestive things to Serena. She remembered the nights when she'd lock her bedroom door, petrified that he'd come bursting in. He would ruin Eric's things just to see the boy cry, like it gave him some sort of perverse rush. He was hostile, and Serena had been thankful when her grandmother CeCe had intervened. It had caused the fight of the century between the Rhodes women, but it had been worth it when her mother divorced Pete's father and they stopped having to live with them.

Serena could tell that Pete had noticed them sitting there by the look in his eyes. They were the worst eyes that she had ever looked into, all bloodshot and cold. She believed that when the light went off in someone's eyes, there was no hope for them.

"Hi, S," he said in a sing-song voice when he approached their table, leaning on the corner of the table.

She leaned back because his bad breath mingled with alcohol made her want to puke.

"Serena and I are old friends," he explained to his friends, inching closer to her.

She could see Blair's horrified glance in her direction, as well as looks of distaste on the faces of the others at the table.

Serena thanked the Lord for fanatical restaurant managers. Blair had simply nodded at the manager, and he had approached the clearly intoxicated and rowdy gang of morons and asked them to leave.

Serena's mistake had been grinning in victory, because it didn't end there.

Not too long after that, Blair and Serena left Butter, linking arms and giggling as they walked a little further down the street to where the cabs stopped. As they waited for a taxi, Pete Fairman and his friends walked past them, drinking and carrying on. Serena knew that when they spotted them, there was no turning back.

"Just ignore them," Serena whispered, sensing her friend's fear.

"We're going to get raped," Blair said breathlessly, always the one assuming the worst.

"Oh, look who it is. What are you going to do without the manager around to help you now, girls?" Pete snarled, stalking towards them.

Blair fumbled with her phone and one of the guys grabbed it off her, as well as her headband which he proceeded to dance around with.

"Let me introduce you guys to the kid who thought she was God's gift to the world," Pete went on, leaning forward to play with Serena's hair.

"Give her back her stuff," Serena said in a wobbly voice.

"Or what?" he mocked, looking at her up and down.

Serena looked down, anywhere but at him, but he grabbed her face and made her look straight at him.

"How about a quickie in the alley, S?" he whispered.

"My father could put you away for the rest of your life!" Blair yelled hysterically. The guy who had taken her phone feigned terror and grabbed her around the waist.

"Don't touch her," Serena yelled, pulling free of Pete to stand next to her.

"Come on, Serena," Pete continued in a repulsive voice. "Let's take turns in the alleyway; I know you're dying to. It's in your blood, you know."

Serena spat at him, something she had never done in her whole life, but at that moment she hated him so much that spitting was the least of offences. He grabbed her by the front of her dress and slobbered all over her mouth, and she could hear Blair scream and pull her away while the bile rose in her throat.

Before Serena knew what was happening, he was pulled away from her and she wondered for a second where Blair had gotten such strength from. But it wasn't Blair who was punching Pete Fairman's face on the ground.

It was Dan Humphrey.

Being eyewitnesses to violence was a truly horrible experience for Serena. It wasn't like the movies that Blair made them watch where everything seemed so gallant and romantic. It was savage and bloody, and she cried because she felt that they would never see anything so ugly again.

"Stop it Dan," Serena sobbed, grabbing his arm. She saw blood on his fists and on Pete Farman's face but he still didn't stop until she grabbed his arm again and pulled him away.

"Just stop, Dan."

Dan looked at her, heaving with a fury she had never seen before in his brown eyes.

"She's a slut," Pete yelled, getting up savagely. "Like her mother. Bet she'd let anyone fuck her."

Serena hit him with everything she had, as fast as she could and as much as she could. Because he hadn't regained his balance yet, he seemed to topple, but she kept on hitting him. She wasn't sure what possessed her.

Dan grabbed Serena and pushed her towards Blair who was holding onto Chuck Bass's arm for dear life.

"You ever touch them again or even talk to them, I'll come after you" Chuck said quietly, but in a tone so icy that it shook everyone.

Pete and his gang left after that, slithering away like snakes.

Blair picked up her headband with shaky hands and dropped it three times before Chuck picked it up for her.

"Take her home, Chuck. I'll take Serena. They might follow them," Dan said finally, walking Serena away from the others.

Chuck wrapped his arm around Blair protectively and led her to his limo. It was a brazen move on his part, but one he deemed necessary at the time. She didn't protest, clinging to him as her body continued to tremble in fear.

When they entered the limo however, he separated himself from her, giving her some space. She continued to cry, and he clenched his fists in fierce, uncontrolled anger. How dare those animals even think to place their grubby hands on such innocence?

Chuck turned to study her, and his stomach began to flutter furiously. Blair Waldorf looked stunning when she cried. She was absolutely breathtaking; tears trickling down her porcelain cheeks and her beautiful brown eyes so deeply expressive. The little breathy, quivering gasps that came from her pouting mouth as she sobbed drove him crazy.

"Here," Chuck said quietly, handing her a handkerchief.

It was one of very few things that his mother had taught him before she died. Always keep a clean handkerchief on you.

Chuck watched as she took it gently, and daintily dabbed at her cheeks like an actress from an Old Hollywood film. He was mesmerized.

He gazed at her in silence for a long time as she seemed to be lost in a world of fear and torment. Just when he had plucked up the courage to try and talk to her, or maybe even stroke one of those undoubtedly soft cheeks soothingly, they stopped in front of her home.

"Thank you," she whispered, before quickly opening the door and rushing out.

* * *

Serena hadn't argued with Dan when he said he'd take her home. Not because she saw him as her protector or anything. Deep down, she just wanted to be with him.

"Come on!" Dan snapped.

"Don't yell at me."

"You're stupid," he yelled.

"Don't call me stupid," Serena cried back.

"What was that all about? You tell me?" Dan kept up in the same tone.

Serena ignored him and sat on the bench. She put her face in her hands and cried. She sobbed loudly and hysterically, because a bunch of grotty losers had said horrible things about her mother, and inevitably her.

Dan approached her reluctantly, and then sat down next to her slowly.

"Are you going to tell me what happened back there?" he asked gruffly after a long moment.

"I spat at him."

"What?" he spluttered. "Do you know what used to happen to me when I spat at people? My mother gave me a fat lip. Is that how your mother brought you up?"

"Don't say anything about my mother. You don't even know her!" Serena yelled. She wondered why she had become this great defender of her mother's honour tonight. But now that she thought about it, she knew it was because she loved her mother, flaws and all. Sure she was a questionable one, but she was a mother that Serena actually understood and related to.

Dan studied her for a moment. When Serena glanced up at him, he seemed to have reached some sort of conclusion about her, again. But this time, understanding shone in his eyes. What he said surprised her completely.

"Do you want to go out with me again?" Dan asked softly.

_Ooh ooh ooh...  
__Ooh ooh ooh..._

"Me?" She asked, shocked. "I thought I wasn't who you thought I was."

"Well, I would have thought that _you'd_ think someone who spits at people and punches them in the middle of a street would be just my type," he said sarcastically, but he looked like he was trying to hide a grin.

Serena felt her lips twitch. "I once broke a guy's nose with a science book because they made fun of my little brother," she said, staring out on the street as she recalled it fondly.

Dan chuckled as he stared at her in awe. "So...think I got a chance at a second date?

Serena turned her head to the side and contemplated him.

_Sleep now under my skin_  
_Make sure you'll try to_  
_Conjure the wind_  
_And ease my mind_

"Well, I don't think you can top our first one," she said dryly.

"I did just punch someone for you," Dan said, raising his eyebrows at her and smiling now.

"True...but this time, you'd have to meet my mother first," Serena said challengingly. As much as she wanted this, she wasn't about to let him off the hook so easily. The best way to test him would be to introduce him to Lily Van der Woodsen.

"Fine," Dan said evenly, staring her down until she felt her face heat up. A taxi thankfully pulled up at that moment.

_Ooh ooh ooh...  
__Ooh ooh ooh..._

"We'll talk about it in the cab," Serena said as mysteriously as she could, before walking to the cab.

"Note to self, thank Chuck for being a sneaky bastard," Dan thought with a grin as he followed the blonde.

_Somebody call out to your brother_  
_He's calling out your name_  
_Ooh ooh ooh_  
_Hiding under the covers_  
_With no one else to blame_  
_Ooh ooh ooh_  
_You couldn't help out your own neighbor_  
_You couldn't tell it to his face_  
_You were f*cked up by the blame_

_You cower in the corner_  
_Confide in your father_  
_Let it out and say_  
_Let it pass away_

* * *

**Well there you go guys :)**

**Dying to know what happens next? Follow me on twitter to receive sneak peeks. Again, my username is redonesie**

**I loved writing this chapter. I know it got kind of crazy with Pete there, and unfortunately that isn't the last we see of him.**

**I would love a long review. It makes me feel like people are really invested in the story.**


	6. Note from the author

Hey, I'm so sorry, I know it sucks when you expect a chapter update and get an Author's note. I just need to let you all know that I'm not abandoning my stories, nor am I holding back to get more reviews per chapter at this point. I'm genuinely THAT busy directing the music video and in the middle of University exams. I need about 2 weeks before I can even sit down and write a full chapter. Please bear with me, I love you :(

In the words of Chuck Bass, "It won't be much longer I promise."

Some slightly cryptic spoilers for all stories..

*SPOILER ALERT*SPOILER ALERT*SPOILER ALERT*SPOILER ALERT*SPOILER ALERT*SPOILER ALERT*SPOILER ALERT*

A spoiler for The Most Twisted of Us: You should read the next chapter in private. And bring a fan with you.

A spoiler for These Kids: Remember how Carter Baizen actually wanted to prove himself in the real world? Think about it.

A spoiler for The World They Once Knew: "I think Chuck Bass likes me" Blair said quietly, then looked around immediately as though she was afraid that someone had heard her.


End file.
